Western Gold Exploration Ltd.

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.

Section

Page

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ................................ 1 GLOSSARY ................................................................................................................................................. 4 CIRCULAR ................................................................................................................................................. 12 SUMMARY OF THE INFORMATION CIRCULAR ..................................................................................... 16 The Meeting .................................................................................................................16 Receiving the Reports ..................................................................................................16 Fixing Number of Directors ...........................................................................................16 Electing Directors .........................................................................................................17 Appointment of Auditor .................................................................................................17 Approval of the Option Plan ..........................................................................................17 Approval of the Consolidation .......................................................................................17 Approval of the Name Change Resolution ....................................................................18 Approval of the Transaction Resolution ........................................................................18 General ........................................................................................................................18 The Transaction ...........................................................................................................19 Concurrent Private Placement ......................................................................................19 The Resulting Issuer .....................................................................................................19 Pro Forma Consolidated Capitalization .........................................................................20 Non-Arm’s Length and Related Party Transaction ........................................................20 Interests of Insiders, Promoters or Control Persons......................................................21 Available Funds and Principal Purposes .......................................................................22 Selected Pro Forma Consolidated Financial Information ..............................................23 Public Market ................................................................................................................23 Market Price of the BIRD Common Shares ..................................................................23 Sponsorship .................................................................................................................23 Conflicts of Interest .......................................................................................................24 Interests of Experts.......................................................................................................24 Risk Factors .................................................................................................................24 Conditional Listing Approval .........................................................................................24 PROXY RELATED INFORMATION ........................................................................................................... 25 Solicitation of Proxies ...................................................................................................25 Record Date .................................................................................................................25 Appointment of Proxyholders ........................................................................................26 Persons Making the Solicitation ....................................................................................26 Revocation of Proxies ...................................................................................................27 Exercise of Proxy .........................................................................................................27 Advice to Beneficial Holders of Securities .....................................................................27 PART I – THE MEETING ........................................................................................................................... 28 Financial Statements ....................................................................................................28 Fixing Number of Directors ...........................................................................................28 Election of Directors .....................................................................................................28 Appointment of Auditor .................................................................................................31 Approval of the Option Plan ..........................................................................................31 Approval of the Consolidation Resolution .....................................................................32 Approval of the Name Change Resolution ....................................................................33 Approval of the Transaction Resolution ........................................................................33 Interest of Certain Persons or Companies in Matters to Be Acted Upon .......................34 Voting Securities and Principal Holders ........................................................................34

Corporate Governance Disclosure ................................................................................34 Audit Committee ...........................................................................................................36 Statement of Executive Compensation and Related Matters ........................................37 Securities Authorized for Issuance Under Equity Compensation Plans.........................39 Interest of Informed Persons in Material Transactions ..................................................40 Particulars of Other Matters To Be Acted Upon ............................................................40 Additional Information ...................................................................................................40 PART II – PROPOSED QUALIFYING TRANSACTION ............................................................................ 40 General ........................................................................................................................40 Concurrent Private Placement ......................................................................................41 BIRD Shareholder Approvals ........................................................................................41 Benefits of the Transaction ...........................................................................................41 BIRD Board Recommendations ....................................................................................41 Effect of the Transaction ...............................................................................................42 Details of the Transaction .............................................................................................43 Transaction Agreement ................................................................................................43 Procedure for the Transaction to Become Effective ......................................................44 Majority of the Minority Shareholder Approval ..............................................................45 Regulatory Approvals and Stock Exchange Listings .....................................................48 Securities Law Matters .................................................................................................48 Risk Factors .................................................................................................................48 PART III – INFORMATION CONCERNING THE ISSUER ........................................................................ 53 PART IV – INFORMATION CONCERNING THE TARGET COMPANY ................................................... 53 PART V – INFORMATION CONCERNING THE RESULTING ISSUER ................................................... 53 PART VI - GENERAL MATTERS .............................................................................................................. 53 Sponsorship .................................................................................................................53 Experts .........................................................................................................................53 Other Material Facts .....................................................................................................54 CERTIFICATE OF CASSOWARY CAPITAL CORPORATION LIMITED .................................................. 55 CERTIFICATE OF WESTERN GOLD EXPLORATION LIMITED ............................................................. 56 APPENDIX A RESOLUTIONS ................................................................................................................. A-1 APPENDIX B INFORMATION CONCERNING BIRD .............................................................................. B-1 APPENDIX C INFORMATION CONCERNING WGE .............................................................................. C-2 APPENDIX D INFORMATION CONCERNING THE RESULTING ISSUER ........................................... D-1 APPENDIX E FINANCIAL STATEMENTS OF CASSOWARY CAPITAL CORPORATION LIMITED ...................................................................................................................................... E-1 APPENDIX F ............................................................................................................................................ F-1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF CASSOWARY CAPITAL CORPORATION LIMITED ...................................................................................................................................... F-1 APPENDIX G FINANCIAL STATEMENTS OF WESTERN GOLD EXPLORATION LIMITED ............... G-1 APPENDIX H MANAGEMENT’S DISCUSSION AND ANALYSIS OF WESTERN GOLD EXPLORATION LIMITED ........................................................................................................... H-1 APPENDIX I PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER ........................... I-1 APPENDIX J OPTION PLAN .................................................................................................................... J-1 APPENDIX K BIRD AUDIT COMMITTEE CHARTER ............................................................................. K-1

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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;
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;
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;
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;
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
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

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

GLOSSARY

The following is a glossary of certain definitions used in this Circular. Terms and abbreviations used in the financial statements of BIRD, WGE and the Resulting Issuer in the appendices to this Circular are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders. All dollar amounts herein are in Canadian dollars, unless otherwise stated.

“ ABCA ” means the Business Corporations Act (Alberta), as may be amended from time to time.

“ Additional Nominees ” has the meaning set forth under “ Part I – The Meeting – Election of Directors .

“ Affiliate ” means a Company that is affiliated with another Company as described below. A Company is an Affiliate of another Company if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same Person.

A Company is “controlled” by a Person if:

(a) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person, and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company.

A Person beneficially owns securities that are beneficially owned by:

(a) a Company controlled by that Person, or
(b) an Affiliate of that Person or an Affiliate of any Company controlled by that Person.

“ Agent IPO Option ” has the meaning given to it in “Appendix B – Information Concerning BIRD – Description of Securities – Agent IPO Option” .

“ Alliance Trust ” means Alliance Trust Company, the transfer agent of BIRD for the BIRD Common Shares.

“ Applicable Securities Laws ” means the securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders having the force of law, in force from time to time in the Provinces of Alberta, British Columbia and Ontario.

“ Associate ” when used to indicate a relationship with a person or company, means

(a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer,
(b) any partner of the person or company,
(c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity,
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(d) in the case of a person, a relative of that person, including
(i) that person’s spouse or child, or
(ii) any relative of the person or of his spouse who has the same residence as that person;

but

(e) where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company.

“ Available Funds ” means the funds that will be available to the Resulting Issuer on Completion of the Qualifying Transaction.

“ Beneficial Shareholders ” means shareholders of BIRD who do not hold the BIRD Common Shares in their own names.

“ BIRD ” or the “ Issuer ” means Cassowary Capital Corporation Limited, a corporation incorporated under the ABCA.

“ BIRD 2018 Annual MD&A ” means the MD&A of BIRD for the period of incorporation on January 31, 2018 to December 31, 2018.

“ BIRD 2018 Annual Report ” means the audited financial statements of BIRD for the period of incorporation on January 31, 2018 to December 31, 2018 and the auditors’ report thereon.

“ BIRD 2019 Annual MD&A ” means the MD&A of BIRD for the year ended December 31, 2019.

“ BIRD 2019 Annual Report ” means the audited financial statements of BIRD for the year ended December 31, 2019 and the auditors’ report thereon.

“ BIRD 2020 Interim Report ” means the unaudited interim financial statements of BIRD as at and for the three and six month periods ended June 30, 2020.

“ BIRD 2020 Interim MD&A ” means the MD&A of BIRD as at and for the three and six month periods June 30, 2020.

“ BIRD Board ” means the board of directors of BIRD.

“ BIRD Common Shares ” means the common shares in the authorized share structure of BIRD, as they currently exist or following the Transaction and the Consolidation as the context requires.

“ BIRD Options ” means the stock options granted pursuant to the Option Plan.

“ BIRD Shareholders ” means the holders of BIRD Common Shares.

“ BIRD Subscription Receipts ” means the subscription receipts of BIRD issued as part of the Concurrent Private Placement at an issue price of C$0.15 per BIRD Subscription Receipt, each one (1) BIRD Subscription Receipt shall being automatically convertible for no additional consideration into one (1) Resulting Issuer Share (on a pre-Consolidation basis) upon satisfaction of the Escrow Release Conditions.

“ Circular ” means this management information circular including all schedules and documents incorporated by reference, to be sent to BIRD Shareholders in connection with the Meeting and includes any amendments hereto.

" Closing " means the completion of the Transaction, including the issuance of securities of BIRD to WGE securityholders.

“ Company ” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“ Completion of the Qualifying Transaction ” means the date the Final Exchange Bulletin is issued by the Exchange.

“ Concurrent Private Placement ” means the non-brokered private placement of BIRD Subscription Receipts that closed on August 19, 2020 comprising 11,333,331 BIRD Subscription Receipts for gross proceeds of $1,700,000.

“ Consolidation ” means the consolidation of the BIRD Common Shares on the basis of the Consolidation Ratio to be completed in connection with the Transaction.

“ Consolidation Ratio ” means one BIRD Common Share for every 2.5 outstanding BIRD Common Shares as of the date of the Consolidation.

“ Consolidation Resolution ” means the special resolution to consolidate issued and outstanding BIRD Common Shares at a ratio of 2.5 to one (1), the full text of which is set out under “ Appendix A – Resolutions – Consolidation Resolution ”, to be considered at the Meeting.

“ Control Person ” means any person or company that holds or is one of a combination of persons or companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

“ CPC ” means a corporation:

(a) that has been incorporated or organized in a jurisdiction in Canada,
(b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with Policy 2.4, and
(c) in regard to which the Completion of the Qualifying Transaction has not yet occurred.

“ CPC Escrow Agreement ” means the CPC Escrow Agreement dated July 30, 2018 among BIRD, Alliance Trust (as escrow agent) and certain shareholders of BIRD, pertaining to 10,000,100 BIRD Common Shares.

“ Escrow Release Conditions ” means collectively, the:

(a) BIRD having received requisite conditional approval of the Exchange regarding the Transaction;
(b) the receipt of all necessary regulatory approvals required for the Transaction; and
(c) the Resulting Issuer Shares being conditionally approved for listing on the Exchange.
“ Exchange ” or “ TSXV ” means the TSX Venture Exchange Inc.
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“ Final Exchange Bulletin ” means the bulletin issued by following the closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Qualifying Transaction.

“ Finder’s Fees ” means those finder’s fees BIRD has agreed to pay in connection with the Concurrent Private Placement, being as follows: (a) to Haywood Securities Inc. a cash finder’s fee equal to 3% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Concurrent Private Placement that were introduced by Haywood Securities Inc. (up to $5,250); (b) to Canaccord Genuity Corp. a cash finder’s fee equal to 5% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Concurrent Private Placement that were introduced by Canaccord Genuity Corp. (up to $12,375); and (c) to Richardson GMP Limited a cash finder’s fee equal to 6% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Concurrent Private Placement that were introduced by Richardson GMP Limited (up to $7,875). These cash finder’s fees are payable upon Completion of the Qualifying Transaction.

“ Governmental Entity ” means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board as applicable in Canada.

“ Initial BIRD Options ” has the meaning given to it in “Appendix B – Information Concerning BIRD – General Development of the Business – History” .

“ Initial Nominee ” has the meaning given to it in “ Part I – The Meeting – Election of Directors ”.

“ Insider ” if used in relation to an issuer, means:

(a) a director or senior officer of the issuer;
(b) a director or senior officer of a Company that is an Insider or subsidiary of the issuer;
(c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or
(d) the issuer itself if it holds any of its own securities.

“ IPO ” means initial public offering.

“ Knapdale Property ” has the meaning given to it under “ Appendix C – Information Concerning WGE – Knapdale ”.

“ Lagalochan Property ” has the meaning given to it under “ Appendix C – Information Concerning WGE – Lagalochan Property ”.

“ Letter of Intent ” means the binding letter of intent dated effective June 1, 2020 between BIRD and WGE pursuant to which BIRD and WGE agreed to complete the Transaction on the terms and conditions set forth therein.

“ Letter of Transmittal ” means the letter of transmittal provided to BIRD Shareholders to use in connection with the Consolidation in order to exchange their pre-Consolidation BIRD Common Shares for post-

Consolidation BIRD Common Shares if the Consolidation Resolution is approved by the BIRD Shareholders and implemented by the BIRD Board;

“ Lobo ” has the meaning given to it in “Appendix B – Information Concerning BIRD – General Development of the Business – History” .

“ Lorne Resources ” means Lorne Resources Ltd., a wholly owned subsidiary of WGE, and incorporated under the laws of Scotland pursuant to the Companies Act 2006 .

“ Majority of the Minority Shareholder Approval ” means the approval of the Qualifying Transaction by the majority of the votes cast by shareholders, other than:

(a) a Non-Arm’s Length Party to the CPC;
(b) a Non-Arm’s Length Party to the Qualifying Transaction; and
(c) in the case of a Related Party Transaction:
(i) if a CPC holds its own shares, the CPC, and
(ii) a Person acting jointly or in concert with a Person referred to in paragraph (a) or (b) in respect of the transaction at a properly constituted meeting of the common shareholders of the CPC.

“ MD&A ” means management discussion and analysis.

“ Meeting ” means the annual general and special meeting, including any adjournments or postponements thereof, of the BIRD Shareholders to be held, among other things, to consider and, if deemed advisable, to approve the Transaction Resolution on October 20, 2020 at 10:00 a.m. (Calgary time).

“ Member ” means a person who has executed the Members’ Agreement, as amended from time to time, and is accepted as and becomes a member of the Exchange under the Exchange requirements.

“ Members’ Agreement ” means the members’ agreement among the Exchange and each person who, from time to time, is accepted as and becomes a member of the Exchange.

“ Name Change ” has the meaning given to it under “ Part I – The Meeting – Approval of the Name Change Resolution ”.

“ Name Change Resolution ” means the resolution of the BIRD Shareholders authorizing BIRD to file articles of amendment pursuant to the ABCA to change its name from “Cassowary Capital Corporation Limited” to “Western Gold Exploration Ltd.” or another acceptable name, the full text of which is set out under “ Appendix A – Resolutions – Name Change Resolution ”, to be considered at the Meeting.

“ Named Executive Officer ” means each of the following individuals:

(a) the CEO;
(b) the CFO;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 Statement of Executive Compensation , for that financial year; and
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(d) each individual who would be Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations .

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees .

“ NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance Practices .

“ Non - Arm’s Length Party ” means in relation to a Company, a Promoter, officer, director, other Insider or Control Person of that Company (including an issuer) and any Associates or Affiliates of any of such Persons. In relation to an individual, means any Associate of the individual or any Company of which the individual is a Promoter, officer, director, Insider or Control Person.

“ Non-Arm’s Length Parties to the Qualifying Transaction ” means the vendor(s), any target company(ies) and includes, in relation to Significant Assets or target company(ies), the Non Arm's Length Parties of the vendor(s), the Non-Arm's Length Parties of any target company(ies) and all other parties to or associated with the Qualifying Transaction and Associates or Affiliates of all such other parties.

“ Non - Arm’s Length Qualifying Transaction ” means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates control the CPC and the Significant Assets which are to be the subject of the proposed Qualifying Transaction.

“ Non-Registered Shareholders ” means the BIRD Shareholders who do not hold their BIRD Common Shares in their own name.

“ Notice of Meeting ” means the notice of the Meeting in the form attached to this Circular.

“ Option Plan ” means the stock option plan of BIRD.

“ Person ” means and includes an individual, firm, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, a trustee, executor, administrator or other legal representative, Governmental Entity, or other entity, whether or not having legal status.

“ Policy 2.2 ” means Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements .

“ Policy 2.4 ” means Exchange Policy 2.4 – Capital Pool Companies .
“ Policy 5.4 ” means Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions

“ Policy 5.9 ” means Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions .

“ Principal ” means:

(a) a Person who acted as a Promoter of an issuer within two years before the IPO Prospectus or a proposed resulting issuer listing on the Exchange;
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(b) a director or senior officer of an issuer or any of its material operating subsidiaries at the time of the IPO Prospectus or a proposed resulting issuer listing on the Exchange;
(c) a Person who holds securities carrying more than twenty percent (20%) of the voting rights attached to an issuer’s outstanding securities immediately before and immediately after the issuer’s IPO or immediately after a proposed resulting issuer listing on the Exchange for non-IPO transactions;
(d) a Person that:
(i) holds securities carrying more than ten percent (10%) of the voting rights attached to an issuer’s outstanding securities immediately before and immediately after the issuer’s IPO or immediately after a proposed resulting issuer listing on the Exchange for non-IPO transactions; and
(ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the issuer or any of its material operating subsidiaries;
(e) a company of which more than fifty percent (50%) of the voting securities are held by one or more Principals; and
(f) a Principal’s spouse and their relatives that live at the same address as the Principal.

These percentages include securities that may be issued to the holder under outstanding convertible securities in both the holder’s securities and the total securities outstanding

“ Promoter ” means (a) a person or company who, acting alone or in conjunction with one or more other persons, companies or a combination thereof, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer, or (b) a person or company who, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property, or both services and property, 10 per cent or more of any class of securities of the issuer or 10 per cent or more of the proceeds from the sale of any class of securities of a particular issue, but a person or company who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter with the meaning of this definition if such person or company does not otherwise take part in founding, organizing, or substantially reorganizing the business.

“ Prospectus ” means a disclosure document required to be prepared in connection with a public offering of securities and which complies with the form and content requirements of a prospectus as described in Applicable Securities Laws.

“ Qualifying Transaction ” means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, Transaction, merger or arrangement with another Company or by other means and, where appropriate, means the Transaction which constitutes BIRD’s Qualifying Transaction.

“ QT Escrow Agreement ” means the Exchange Form 5D and Schedule B(4) Tier 2 Surplus Security Escrow Agreement to be entered into in connection with the Closing of the Qualifying Transaction between the Resulting Issuer, an escrow agent to be appointed and certain Resulting Issuer Shareholders, as more particularly described in this Circular.

“ Record Date ” has the meaning given to it in “Proxy Related Information – Record Date ”.

“ Related Party Transaction ” has the meaning ascribed to that term under MI 61-101 and includes a related party transaction that is determined by the Exchange, to be a Related Party Transaction. The Exchange may deem a transaction to be a Related Party Transaction where the transaction involves Non-Arm’s

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Length Parties, or other circumstances exist which may compromise the independence of the Issuer with respect to the transaction.

“ Remaining Director ” has the meaning given to it in “ Part I – The Meeting – Election of Directors.

“ Resulting Issuer ” means the issuer that was formerly a CPC that exists upon the issuance of the Final Exchange Bulletin, which in this instance is BIRD after Completion of the Qualifying Transaction.

“ Resulting Issuer Options ” means the options to purchase Resulting Issuer Shares issued pursuant to the Option Plan.

“ Resulting Issuer Shares ” means the common shares of BIRD after giving effect to the Transaction.

“ Retiring Directors ” has the meaning given to it in “ Part I – The Meeting – Election of Directors.

“ Significant Assets ” means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions, would result in the CPC meeting the minimum listing requirements of the Exchange.

“ SSRRs ” means Seed Share Resale Restrictions as defined in Policy 5.4.

“ Subscription Receipt Agreement ” means the subscription receipt agreement dated effective August 19, 2020, between BIRD and Alliance Trust, as subscription receipt agent, under which the BIRD Subscription Receipts were issued.

“ Surplus Securities ” has the meaning attributed thereto in Policy 5.4.

“ Technical Report ” means the independent report on the Knapdale Property by D. Roy Eccles, M.SC., P. Geo. of APEX Geoscience Ltd. and Douglas Turnbull, B.SC. (Hons), P. Geol of Lakehead Geological Services Inc., prepared for BIRD pursuant to the requirements of NI 43-101 titled “NI 43-101 Technical Report, Geological Introduction to Knapdale Gold-Silver Project, Scotland” with an effective date of June 12, 2020.

“ Transaction Resolution ” means the resolution of the BIRD Shareholders approving the Transaction and the Transaction Agreement and related matters attached as “ Appendix A – Resolutions ”.

“ Value Securities ” has the meaning attributed thereto in Policy 5.4.

“ WGE ” or the “ Target Company ” means Western Gold Exploration Limited, incorporated under the laws of England and Wales pursuant to the Companies Act 2006 .

“ WGE Shareholders ” means the registered holders of the WGE Shares.

“ WGE Shares ” means shares in the authorized share structure of WGE.

“ Transaction ” means the transaction involving BIRD, WGE and the WGE Shareholders, wherein BIRD will acquire all of the issued and outstanding WGE Shares, substantially as set out in the Transaction Agreement, all as more particularly described in the Circular, and resulting in the reverse takeover of BIRD by WGE.

“ Transaction Agreement ” means the Share Exchange Agreement dated July 14, 2020 among BIRD, WGE and holders of a majority of the outstanding shares of WGE, setting forth the terms and conditions of the Transaction.

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CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of BIRD to be used at the Meeting to be held at 10 a.m. (Calgary time), on Tuesday, October 20, 2020 and, at any adjournments or postponements thereof.

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

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 WGE was supplied by WGE for inclusion herein.

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

All capitalized terms used in this Circular that are not otherwise defined have the respective meanings set forth under " Glossary ".

Information in this Circular is given as at September 21, 2020, unless otherwise indicated. Information in this Circular with respect to the Knapdale Property under “ Appendix C – Information Concerning WGE – Knapdale ” is given as of the date of the Technical Report.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Circular may constitute “forward-looking” statements. All statements, other than statements of historical fact, are forward-looking statements. In particular, forward-looking statements include any information regarding possible events, conditions or financial performance, including any information as to the Resulting Issuer’s strategy, projects, work commitments, plans or future financial or operating performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of BIRD, WGE or the Resulting Issuer, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Circular, such statements use such words as “will”, “may”, “could”, “intends”, “potential”, “plans”, “believes”, “expects”, “projects”, “estimates”, “anticipates”, “continue”, “potential”, “predicts” or “should” and other similar

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terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this Circular.

Forward-looking statements involve significant risks and uncertainties and actual results may vary, perhaps materially. Forward-looking statements are not guarantees of future performance or results, there can be no assurance that such results will be achieved and undue reliance should not be placed on such statements or information. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed below and under “ Part II – Proposed Qualifying Transaction – Risk Factors ”. Although the forward-looking statements contained in this Circular are based upon what management of BIRD believes are reasonable assumptions, BIRD cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements include, among other things, statements relating to:

uncertainties relating to receiving mining, exploration, environmental and other permits or approvals;
proposed exploration activities and costs for the mineral exploration projects;
anticipated results of exploration activities;
availability of additional financing and the Resulting Issuer’s ability to obtain additional financing on satisfactory terms;
the future price of metals;
the supply and demand for gold, silver and copper;
the ability to achieve production at any of the Resulting Issuer’s mineral exploration properties;
government regulation of mining operations;
environmental risks;
reclamation expenses;
title disputes or claims;
the timing and completion of the Consolidation, including the BIRD Consolidation Ratio;
the anticipated benefits of the business combination of BIRD and WGE, including the creation of a company that will have:
a management team capable of implementing the business strategy of the Resulting Issuer;
greater access to sufficient capital to advance the Resulting Issuer’s business;
prospective mineral properties in a safe jurisdiction;
increased access to capital markets; and
enhanced liquidity for the current BIRD Shareholders as the Resulting Issuer, after giving effect to the Transaction, will have a larger market capitalization.
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In particular, the forward-looking statements assume factors that could cause actual events, performance or results to differ materially from those set forth in the forward-looking statements, which include, but are not limited to:

future gold, silver and copper prices;
the economy generally and stock market volatility;
uncertainty of whether there will ever be production at the Resulting Issuer’s mineral exploration properties;
risks that exploration data may be incomplete and considerable additional work may be required to complete further evaluation;
the speculative nature of mineral exploration and development;
geological, technical, drilling or processing problems;
liabilities and permitting and development risks, including environmental liabilities and risks, inherent in mineral extraction operations;
fluctuations in currency exchange and interest rates;
incorrect assessments of the value of acquisitions;
unanticipated results of exploration activities;
competition for, amongst other things, capital, undeveloped lands and skilled personnel;
lack of availability of additional financing;
unpredictable weather conditions;
the requirement for, and the Resulting Issuer’s ability to obtain future funding on favorable terms or at all, to fund exploration, development and operations;
BIRD’s ability to satisfy the requirements of the Exchange with respect to the Qualifying Transaction;
receipt of and timeliness of government or regulatory approvals; and
other risks detailed from time to time in the Resulting Issuer’s ongoing quarterly and annual filings with applicable securities regulators, and those which are discussed in “ Part II – Proposed Qualifying Transaction – Risk Factors ”.

The Resulting Issuer’s actual results could differ materially from those set out in these forward-looking statements and information as a result of both known and unknown risks, including the risk factors set forth at “ Part II – Proposed Qualifying Transaction – Risk Factors ” in this Circular. The factors set forth under “ Part II – Proposed Qualifying Transaction – Risk Factors ” should not be construed as exhaustive. Readers should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. Readers are cautioned that the foregoing lists of factors are not exhaustive. Each of the forward-looking statements contained in this Circular is expressly qualified by this cautionary statement. These forward-looking statements are made as of the date of this Circular and are expressly qualified in their entirety by this cautionary

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statement. Subject to Applicable Securities Laws, neither BIRD nor WGE assume any obligation to update or revise them to reflect new events or circumstances.

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SUMMARY OF THE MANAGEMENT INFORMATION CIRCULAR

The following is a summary of information relating to BIRD, WGE and the Resulting Issuer (assuming Completion of the Qualifying Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Circular. Reference is made to the “Glossary” section for the definitions of certain abbreviations and terms used in this Circular.

The Meeting

The Meeting to be held at 10 a.m. (Calgary time), on Tuesday, October 20, 2020, and, at any adjournments or postponements thereof and for the following purposes:

1 to receive the BIRD 2019 Annual Report and the BIRD 2018 Annual Report;
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;
to appoint the auditors of BIRD for the ensuring year and to authorize the directors to fix their remuneration;
to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution approving the Option Plan, as more particularly described in the Circular;
subject to approval of the Transaction Resolution, to consider authorizing and approving the Consolidation Resolution;
subject to approval of the Transaction Resolution, to consider authorizing and approving the Name Change Resolution
to consider authorizing and approving the Transaction Resolution; and
to transact such further and other business as may properly come before the Meeting.

The Record Date for determining the BIRD Shareholders eligible to receive notice of and vote their BIRD Common Shares is the close of business (Calgary time) on August 31, 2020.

Receiving the Reports

The BIRD 2019 Annual Report and the BIRD 2018 Annual Report and accompanying MD&A have been prepared and will be sent to registered and Beneficial Shareholders who have requested that these materials be sent to them. See “ Part I – The Meeting – Financial Statements” .

Fixing Number of Directors

The BIRD Shareholders will be asked to consider and, if thought fit, to approve fixing the number of directors of BIRD to be elected at four (4). See “ Part I – The Meeting – Fixing Number of Directors” .

Electing Directors

The BIRD Board presently consists of four (4) directors, Stuart Olley, Gordon Chmilar, Guy Lander and Martin Mix, each of whom management propose to nominate for re-election at the Meeting until the next annual meeting.

However, effective following the Completion of the Qualifying Transaction, it is anticipated that the BIRD Board will be reconstituted, with Messrs. Chmilar, Lander and Mix being removed, and the following additional nominees being elected to the BIRD Board: David H.W. (Harry) Dobson, Ross McLellan and Willie McLucas.

Mr. Olley intends to remain on the BIRD Board following the Completion of the Qualifying Transaction.

See “ Part I – The Meeting – Election of Directors ”.

The BIRD Board recommends that BIRD Shareholders VOTE FOR :

the election of Stuart Olley, Gordon Chmilar, Guy Lander and Martin Mix as directors of BIRD, to hold office until the earlier of until his re-election or replacement at the next annual meeting of the BIRD Shareholders and Completion of the Qualifying Transaction; and
the removal of Gordon Chmilar, Guy Lander and Martin Mix effective upon Completion of the Qualifying Transaction, and election of David H.W. (Harry) Dobson, Ross McLellan, Willie McLucas and Stuart Olley as directors of BIRD, to hold office from the Completion of the Qualifying Transaction until his re-election or replacement at the next annual meeting of shareholders.

Appointment of Auditor

BIRD Shareholders are asked to vote on the appointment of the external auditor and authorizing the BIRD Board to set the external auditor’s compensation. The BIRD Board recommends that you vote FOR the reappointment of the auditor and authorizing the BIRD Board to set its compensation. See “ Part I – The Meeting – Appointment of Auditor ”.

Approval of the Option Plan

BIRD Shareholders are asked to vote on the approval of the Option Plan. The BIRD Board recommends that you vote FOR the approval of the Option Plan. See “ Part I – The Meeting – Approval of the Option Plan ”.

Approval of the Consolidation

Subject to approval of the Transaction Resolution, BIRD Shareholders at the Meeting will be asked to consider, and, if thought advisable, to give the BIRD Board the authority to effect a share consolidation and effect the related amendment to BIRD’s Articles. The ratio of the share consolidation will be one (1) postConsolidation BIRD Common Share for every 2.5 pre-Consolidation BIRD Common Shares, with the final decision whether to proceed with the Consolidation and timing of the Consolidation to be determined by the BIRD Board, in its discretion, if at all.

The BIRD Board reserves its right to elect to abandon the Consolidation if it determines, in its sole discretion, that this proposal is no longer in the best interest of BIRD and its shareholders.

The BIRD Board recommends that you VOTE FOR the approval of the Consolidation Resolution. See “ Part I – The Meeting – Approval of the Consolidation ”.

Approval of the Name Change Resolution

Upon Completion of the Qualifying Transaction, it is intended that the business of WGE as currently conducted will be the business of the Resulting Issuer. Pursuant to the terms of the proposed Qualifying Transaction and subject to Exchange approval and approval of the Transaction Resolution, BIRD intends to change its name to “Western Gold Exploration Ltd.”, or such other name as the BIRD Board, in its sole discretion, deems appropriate. Management believes that the Name Change is in the best interests of BIRD in order to reflect the proposed change in its business activities.

The BIRD Board may determine not to implement the Name Change Resolution at any time after the Meeting and after receipt of necessary regulatory approvals, but prior to the issuance of a certificate of amendment, without further action on the party of the BIRD Shareholders.

The BIRD Board recommends that you VOTE FOR the approval of the Name Change Resolution. See “ Part I – The Meeting – Approval of the Name Change Resolution ”.

Approval of the Transaction Resolution

At the Meeting, BIRD Shareholders will be asked to consider and, if thought appropriate, approve the Transaction by passing, with or without variation, the Transaction Resolution. See “ Part II – Proposed Qualifying Transaction ” for further information and considerations regarding the Transaction and the Transaction Resolution.

The BIRD Board recommends that you VOTE FOR the approval of the Transaction Resolution. See “ Part I – The Meeting – Approval of the Transaction Resolution ”.

General

Cassowary Capital Corporation Limited

BIRD was incorporated pursuant to the provisions of the ABCA on January 31, 2018 and completed its IPO as a CPC on September 6, 2018. The BIRD Common Shares are listed on the Exchange under the trading symbol “BIRD.P”. On June 1, 2020, BIRD issued a press release announcing its intention of entering into a business combination with WGE, which would qualify as its Qualifying Transaction.

As a CPC, BIRD’s business has been to identify and evaluate opportunities for the acquisition of an interest in one or more assets or businesses with a view to completing a Qualifying Transaction and BIRD will not carry on any other business prior to such completion.

See “ Appendix B – Information Concerning BIRD – General Development of the Business ”.

Western Gold Exploration Limited

WGE was incorporated under the laws of England and Wales pursuant to the Companies Act 2006 on December 5, 2016 and has acquired interests in two mineral properties in Scotland: the Knapdale Property and the Lagalochan Property. See “ Appendix C – Information Concerning WGE – General Development of the Business ”, “ Appendix C – Information Concerning WGE – Narrative Description of the Business – Knapdale Property ” and “ Appendix C – Information Concerning WGE – Narrative Description of the Business – Lagalochan Property ”.

WGE is not a reporting issuer in any jurisdiction and the WGE Shares are not listed or posted for trading on any stock exchange. No public market exists for the WGE Shares. WGE has one wholly-owned subsidiary, Lorne Resources.

The Transaction

Pursuant to the Transaction Agreement, BIRD will acquire all of the issued and outstanding WGE Shares (which will be 199,676,875 WGE Shares immediately prior to Closing), in exchange for 32,666,900 Resulting Issuer Shares (on a pre-Consolidation basis) at Closing. This share exchange was based on BIRD Shareholders and WGE Shareholders holding (before the Concurrent Private Placement), 30% and 70% of the outstanding Resulting Issuer Shares upon completion of the Transaction, respectively, or on a deemed valuation of BIRD of $0.1225 per BIRD Common Share and a deemed valuation of WGE of $4 million. Pursuant to the Transaction, the holders of the WGE Shares will become shareholders of the Resulting Issuer. The last closing price of the BIRD Common Shares prior to the announcement of the Transaction was $0.05 per share.

As holders of a majority of the WGE Shares have executed the Transaction Agreement, WGE has exercised drag along rights to compel the remaining WGE Shareholders to participate in the Transaction. Consequently, subject to the conditions described below, BIRD will acquire 100% of the outstanding WGE Shares and WGE will become a wholly-owned subsidiary of the Resulting Issuer.

The Transaction is intended to constitute the Qualifying Transaction of BIRD and will result in a reverse takeover of BIRD.

See “ Part II – Proposed Qualifying Transaction ”.

Concurrent Private Placement

In conjunction with the Transaction, on August 19, 2020 BIRD completed the Concurrent Private Placement which consisted of a non-brokered private placement of 11,333,331 BIRD Subscription Receipts (on a preConsolidation basis) for aggregate gross proceeds of $1,700,000.

Pursuant to the terms of the Subscription Receipt Agreement, each one (1) BIRD Subscription Receipt shall automatically convert for no additional consideration into one (1) Resulting Issuer Share (on a preConsolidation basis) upon satisfaction of the Escrow Release Conditions. Proceeds from the closings of the Concurrent Private Placement are held in escrow by the Subscription Receipt Agent until satisfaction of the Escrow Release Conditions. Should the Escrow Release Conditions not be satisfied by 5:00 p.m. (Calgary time) on November 30, 2020, unless such deadline is again extended in accordance with the terms and conditions of the Subscription Receipt Agreement, the proceeds of the applicable Concurrent Private Placement shall be returned to subscribers.

BIRD has agreed to pay Finder’s Fees in connection with the Concurrent Private Placement.

The proceeds from the Concurrent Private Placement will be used with a view to developing the business of the Resulting Issuer and for general working capital purposes.

The Resulting Issuer

Following the Closing, WGE will be a wholly owned subsidiary of the Resulting Issuer. The name of the Resulting Issuer will be changed to “Western Gold Exploration Limited” (or such other name as may be acceptable to the BIRD, WGE and the Exchange). The capital structure of the Resulting Issuer will be altered in the manner contemplated by the Transaction, the Consolidation and the Concurrent Private Placement. Upon the issuance of the Final Exchange Bulletin, the Resulting Issuer will become a Tier 2 Mining Issuer on the Exchange. Following the Completion of the Qualifying Transaction, the Resulting Issuer will continue the business of WGE. See “ Appendix D – Information Concerning the Resulting Issuer – Description of the Business ”.

Pro Forma Consolidated Capitalization

The following table sets forth the capitalization of the Resulting Issuer after giving effect to the Transaction, the Concurrent Private Placement and the Consolidation. This table should be read in conjunction with the unaudited pro forma financial statements of the Resulting Issuer. See “ Appendix I – Pro Forma Financial Statements of the Resulting Issuer ”.

		Amount Outstanding After Giving Effect to the
		Transaction, the Concurrent Private Placement and the
Designation of Security	Amount Authorized	Consolidation
Resulting Issuer Shares(1)	Unlimited	23,354,706

Note:

(1) The deficit of the Resulting Issuer as set forth in the unaudited pro forma financial statements of the Resulting Issuer included in this Circular as “ Appendix I – Pro Forma Financial Statements of the Resulting Issuer ” is $4,075,123.

Fully Diluted Share Capital

The following table sets out the number and percentage of securities of the Resulting Issuer proposed to be outstanding on a fully diluted basis after giving effect to the Transaction, the Consolidation, the Concurrent Private Placement and other matters:

Description of Security (on post-Consolidation basis)	Number of Securities	Percentage of Total
BIRD Common Shares outstanding (undiluted)	5,754,640	24.1%
Resulting Issuer Shares issued to WGE Shareholders at Closing	13,066,734	54.6%
Resulting Issuer Shares issuable on conversion of the Subscription Receipts	4,533,332	19.0%
Resulting Issuer Shares reserved for issuance under the Stock Option Plan (the Initial BIRD Options)	560,000	2.3%
Total (fully diluted)	23,914,706	100%

Upon Completion of the Qualifying Transaction, current BIRD Shareholders will hold approximately 24.6% of the Resulting Issuer Shares, investors under the Concurrent Private Placement and will hold approximately 19.4% of the Resulting Issuer Shares and current WGE Shareholders will hold approximately 55.9% of the Resulting Issuer Shares (each calculated on an undiluted basis).

Non-Arm’s Length and Related Party Transaction

The Transaction is not a Non-Arm’s Length Qualifying Transaction but may be considered a Related Party Transaction because it will result in BIRD’s acquisition of certain WGE Shares from Smaller Company Capital Ltd., who is a related party of BIRD for the purposes of MI 61-101. Accordingly, the Transaction must be approved by Majority of the Minority Shareholder Approval at the Meeting pursuant to Policy 2.4 in conjunction with Policy 5.9, which incorporates the provisions of MI 61101. As a result, the Transaction is conditional upon (among other things) the Transaction Resolution being approved at the Meeting by a Majority of the Minority Shareholder Approval. If Majority of the Minority Shareholder Approval is obtained at the Meeting for the Transaction Resolution and all of the conditions precedent to the completion of the Transaction contained in the Transaction Agreement have been satisfied of waived, the BIRD Board intends to complete the Transaction in accordance with the terms of the Transaction Agreement. See “ Part II – Proposed Qualifying Transaction – Majority of the Minority Shareholder Approval ”.

Interests of Insiders, Promoters or Control Persons

The following table summarizes the shareholdings of the Insiders, Promoters and Control Persons of BIRD prior to the Completion of the Qualifying Transaction:

	Number of BIRD	Percentage of BIRD
	Common Shares prior to the	Common Shares prior to the
	Transaction, the Concurrent	Transaction, the Concurrent
Insider, Promoter or Control Person	Private Placement and the	Private Placement and the
(including Associates and Affiliates)	Consolidation	Consolidation(1)
Stuart Olley CEO and Director	1,000,100	6.95%
Gordon Chmilar CFO, Corporate Secretary and Director	1,000,000	6.95%
Martin Mix Director	1,000,000	6.95%
Guy Lander Director	1,000,000	6.95%
Smaller Company Capital Ltd. Insider	2,000,000	13.90%

Note:

(1) Calculated on an undiluted basis with 14,386,600 BIRD Common Shares being issued and outstanding as of the date of this Circular.

The following table summarizes the shareholdings of the Insiders, Promoters and Control Persons of the Resulting Issuer upon Completion of the Qualifying Transaction:

	Number of Resulting Issuer	Percentage of Resulting Issuer
	Shares upon Completion of the	Shares upon Completion of the
	Qualifying Transaction, the	Qualifying Transaction, the
Insider, Promoter or Control Person	Concurrent Private Placement	Concurrent Private Placement
(including Associates and Affiliates)	and the Consolidation	and the Consolidation(1)
David H.W. (Harry) Dobson Executive Chairman	80,000(2)	0.3%(2)
Ross McLellan(3) CEO and Director	427,916	1.83%
Willie McLucas Director	Nil	0%
Stuart Olley Director	416,040	1.78%
Jim O’Neill CFO and Corporate Secretary	Nil	0%
Zila Corporation(2) Insider	3,336,005	14.28%
Smaller Company Capital Ltd.(4) Insider	2,553,777	10.93%

	Number of Resulting Issuer	Percentage of Resulting Issuer
	Shares upon Completion of the	Shares upon Completion of the
	Qualifying Transaction, the	Qualifying Transaction, the
Insider, Promoter or Control Person	Concurrent Private Placement	Concurrent Private Placement
(including Associates and Affiliates)	and the Consolidation	and the Consolidation(1)
Eurasian Consolidated Minerals Pty Ltd. Insider	2,509,139	10.74%

Notes :

(1) Calculated on an undiluted basis with 23,354,706 Resulting Issuer Shares being issued and outstanding upon Completion of the Qualifying Transaction, the Concurrent Private Placement and the Consolidation.
(2) Mr. Dobson is a member of a class of beneficiaries in Zila Corporation, but has no right to receive any benefit or to control the actions of Zila Corporation. Zila Corporation is controlled indirectly by Val Huxley of Monaco.
(3) Includes Resulting Issuer Shares held by Mr. McLellan’s spouse.
(4) This number includes the 2,226,581 Resulting Issuer Shares expected to be registered in the name of Smaller Company Capital Ltd. and the 163,598 Resulting Issuer Shares expected to be held indirectly by each of Mr. Rupert William and Mr. Jeremy Woodgate, and who control Smaller Company Capital Ltd.

See “ Appendix D – Information Concerning the Resulting Issuer – Pro Forma Capitalization ”.

Available Funds and Principal Purposes

Available Funds

Upon Completion of the Qualifying Transaction (including the Concurrent Private Placement), the Resulting Issuer is expected to have the following funds available to it for the next 12 month period:

Sources of Funds	Estimated Amount
BIRD estimated working capital as at August 31, 2020	$730,000
WGE estimated working capital as at August 31, 2020	$320,000
Gross proceeds from the Concurrent Private Placement	$1,700,000
Total Available Funds	$2,750,000

For more information, see “ Appendix I – Pro Forma Financial Statements of the Resulting Issuer ”.

Principal Purpose of Available Funds

The following table sets out the principal purposes, using estimated amounts, for which the Resulting Issuer currently intends to use the estimated funds available to the Resulting Issuer upon Completion of the Qualifying Transaction in the 12 months following. The table does not include any proceeds that may be available to the Resulting Issuer through the exercise of Resulting Issuer Options:

Use of Funds	Estimated Amount
Phase 1 – Recommended work program on the Knapdale Property(1)	$796,000
Estimated corporate, administrative and planning costs(2)	$750,000
Estimated costs related to the Transaction and the Concurrent Private Placement(3)	$250,000
Unallocated working capital (Exchange Tier 2 Initial Listing Requirement)	$954,000
Total	$2,750,000

Notes :

(1) Exploration activities on the Knapdale Property is based upon recommendations contained in the Technical Report. See “ Appendix D - Information Concerning the Resulting Issuer – Description of the Business – Exploration Activities ”.
(2) Of the corporate, administrative and planning costs estimated to be incurred during the 12 months following the Completion of the Qualifying Transaction, approximately: (a) $120,000 has been allocated for audit, legal and professional fees; (b) $4,000 has been allocated for transfer agent fees; (c) $2,000 per month has been allocated for accounting fees; (d) $35,000 has been allocated for office, insurance and related expenses; (e) $315,000 has been allocated for fees, salaries and/or consulting services (recognizing that any compensation to be paid by the Resulting Issuer has not been determined and is not known at this time); and (f) $225,000 has been allocated towards evaluation of other potential mining projects or acquisitions (recognizing that no project or acquisition has been identified at this time).
(3) Includes legal fees, audit fees and filing fees with the Exchange.

The Resulting Issuer is expected to use the funds available to it in furtherance of its stated business objectives, as summarized in the table appearing below. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Resulting Issuer to achieve such objectives. See “ Appendix D – Information Concerning the Resulting Issuer – Stated Business Objectives and Milestones ”.

Selected Pro Forma Consolidated Financial Information

The following table provides selected estimated pro forma consolidated financial information of the Resulting Issuer. See also “ Appendix I – Pro Forma Financial Statements of the Resulting Issuer ”.

	Pro Forma Consolidated Financial Statements as at June 30, 2020
Current assets	$3,150,219
Non-current assets	$2,758,388
Current liabilities	$395,403
Non-current liabilities	Nil
Shareholders’ Equity	$5,513,204

Public Market

As of the date of this Circular, the BIRD Common Shares are listed on the Exchange under the symbol “BIRD.P”, but trading is currently halted pending Completion of the Qualifying Transaction. The WGE Shares are not traded publicly.

Market Price of the BIRD Common Shares

The closing trading price of the BIRD Common Shares on the Exchange on May 14, 2020 (the last day a trade of BIRD Common Shares was made prior to the date trading was halted pending announcement of the Transaction) was $0.05.

See “ Part II – Proposed Qualifying Transaction – Regulatory Approvals and Stock Exchange Listings ”.

Sponsorship

BIRD has applied for and obtained a waiver from the sponsorship requirements of the Exchange. See “ Part VI – General Matters – Sponsorship ”.

Conflicts of Interest

Other than as described herein, to the knowledge of the directors and officers of WGE and BIRD, there are no material conflicts of interest arising out of the Transaction as of the date of this Circular.

Interests of Experts

To the knowledge of BIRD, no person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Circular or as having prepared or certified a report or valuation described or included in this Circular holds any beneficial interest, direct or indirect, in any securities or property of BIRD, WGE or an Associate or Affiliate of the foregoing.

See “ Part VI – General Matters – Experts – Interest of Experts ”.

Risk Factors

There are certain risks that will be associated with the securities of the Resulting Issuer due to the nature of its business, the uncertainty related to the completion of the Transaction and certain other factors. BIRD Shareholders should consider that the Resulting Issuer may not realize the anticipated benefits of the Transaction.

The Resulting Issuer Shares will be a risky and speculative investment and are only suitable for those investors prepared to lose their entire investment.

BIRD has no businesses or assets, other than cash. BIRD has no history of earnings and it has not paid any dividends and it is unlikely to pay any dividends in the immediate or foreseeable future.

Additionally, there are certain risks that the Resulting Issuer will face in its normal course of business, following Completion of the Qualifying Transaction which include: (i) properties are early stage exploration properties; (ii) lack of operating history; (iii) funding needs, financing risks and dilution; (iii) the coronavirus (COVID-19) pandemic could cause a delay in completion of the Transaction; (iv) the impact of the coronavirus (COVID-19) pandemic may significantly impact BIRD and the Resulting Issuer; (v) the prices of gold, silver, copper and other metals; (vi) mineral titles; (vii) environmental and safety regulations; (viii) tax; (ix) liquidity; (x) dilution and future issuance of securities; (xi) the value assigned to WGE not being indicative of its fair market value; (xii) failure to obtain regulatory approval; (xiii) volatility of share price in a public market; (xiv) conflicts of interest; (xv) potential inaccuracy of forward-looking information; (xvi) competition and key personal; (xvii) uninsurable risks; and (xviii) litigation.

See “ Part II – Proposed Qualifying Transaction – Risk Factors ”.

Conditional Listing Approval

The Exchange has conditionally accepted the Transaction subject to BIRD fulfilling all the requirements of the Exchange on or before December 17, 2020.

PROXY RELATED INFORMATION

Solicitation of Proxies

This Circular is provided in connection with the solicitation of proxies by the management of BIRD for use at the Meeting to be held on Tuesday, October 20, 2020 at 10:00 a.m. (Calgary time) and any adjournment(s) thereof for the purposes set forth in the accompanying Notice of Meeting.

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

ALL BIRD SHAREHOLDERS ARE STONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING BY ANY OF THE MEANS DESCRIBED BELOW, AS IN-PERSON VOTING AT THE TIME OF THE MEETING WILL NOT BE POSSIBLE.

This solicitation is being made primarily by mail, but proxies may also be solicited by directors, officers or employees of BIRD. The cost of the solicitation of proxies will be borne by BIRD.

No Person has been authorized by BIRD to give any information or make any representations in connection with the Transaction other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by BIRD.

Record Date

The BIRD Board has fixed the record date for the Meeting at the close of business on August 31, 2020 (the “ Record Date ”). BIRD prepared, as at that date, a list of BIRD Shareholders entitled to receive notice of the Meeting and showing the number of BIRD Common Shares held by each such BIRD Shareholder. Each BIRD Shareholder named in such list will be entitled to vote the BIRD Common Shares shown opposite such BIRD Shareholder’s name on such list at the Meeting. To the extent that a registered BIRD Shareholder has transferred the ownership of any BIRD Common Shares subsequent to the Record Date for the Meeting, the transferee of such BIRD Common Shares shall not be entitled to vote such BIRD Common Shares unless the transferee produces properly endorsed share certificates, or otherwise establishes that they own the BIRD Common Shares and requests, not later than 10 days before the Meeting, that their name be included on the BIRD Shareholder list before the Meeting, in which case the transferee shall be entitled to vote their BIRD Common Shares at the Meeting.

A quorum for the transaction of business at the Meeting will be present if, at such Meeting, holders of not less than five percent (5%) of the BIRD Common Shares entitled to vote at such Meeting are present in person or represented by proxy, and at least two (2) persons entitled to vote at the Meeting are actually present at the Meeting.

Any matter that is submitted to a vote of BIRD Shareholders by ordinary resolution at the Meeting must be approved, unless otherwise indicated in this Circular, by simple majority (affirmative vote of at least 50% plus one) of the votes cast thereon.

The requisite approval for the Consolidation Resolution and the Name Change Resolution is at least 66[2] /3% of the votes cast on such resolutions by BIRD Shareholders present in person or represented by proxy at the Meeting.

The Transaction must be approved at the Meeting by a majority of votes cast on the Transaction Resolution excluding votes cast by any Non-Arm’s Length Parties due to the Majority of the Minority Shareholder Approval requirements imposed pursuant to Policy 2.4 in conjunction with Policy 5.9, which incorporates the provisions of MI 61-101. See “ Part II – Proposed Qualifying Transaction – Majority of the Minority Shareholder Approval ”.

Appointment of Proxyholders

The persons named in the enclosed form of proxy are directors and officers of BIRD.

A REGISTERED BIRD SHAREHOLDER OR AN INTERMEDIARY HOLDING BIRD COMMON SHARES ON BEHALF OF AN UNREGISTERED BIRD SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE THE BIRD SHAREHOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE MEETING, IN THE PLACE OF THE PERSONS DESIGNATED IN THE FORM OF PROXY FURNISHED BY BIRD. TO EXERCISE THIS RIGHT, THE BIRD SHAREHOLDER OR INTERMEDIARY SHOULD STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE FORM OF PROXY AND INSERT THE NAME OF THEIR NOMINEE IN THE BLANK SPACE PROVIDED, OR SUBMIT ANOTHER APPROPRIATE PROXY.

The form of proxy must be dated and signed by the registered BIRD Shareholder, or by his or her attorney authorized in writing or by the intermediary. In the case of a BIRD Shareholder that is a corporation, the form of proxy must be executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation with proof of authority accompanying the form of proxy.

In order to be effective, the form of proxy, together with the power of attorney or other authority, if any, under which it was signed or a notarially certified copy thereof, must be: (i) mailed so as to be deposited at the office of BIRD’s transfer agent, Alliance Trust Company, 1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3; or (ii) completed online at www.alliancetrust.ca/shareholders/, not later than 48 hours preceding the time of the Meeting or deposited with the Chairman of the Meeting on the day of the Meeting via email at [email protected] prior to the commencement of the Meeting. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution. If a form of proxy is not dated, it will be deemed to bear the date on which it was mailed to BIRD Shareholders by management of BIRD.

Persons Making the Solicitation

The solicitation is made on behalf of the management of BIRD. BIRD will bear its costs incurred in the solicitation of proxies and the preparation and mailing of the Meeting materials, including this Circular. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or by other means of communication and by the respective directors and officers of BIRD who will not be specifically remunerated therefor. While no arrangements have been made to date by BIRD, it may contract for the distribution and solicitation of proxies for the Meeting.

Revocation of Proxies

A BIRD Shareholder or intermediary who has submitted a form of proxy may revoke it by instrument in writing executed by the BIRD Shareholder or intermediary or his or her attorney authorized in writing, or, if the BIRD Shareholder is a corporation, under its corporate seal and executed by a director, officer or attorney thereof duly authorized, and deposited either with BIRD at its offices as aforesaid at any time prior to the close of business on the second last business day preceding the day of the Meeting, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting at [email protected], and upon such deposit the previous form of proxy is revoked.

Exercise of Proxy

The voting rights attached to the BIRD Common Shares represented by proxies will be voted or withheld from voting in accordance with the instructions indicated therein. If the securityholder specifies a choice the securities will be voted accordingly. If no instructions are given, the voting rights attached to said BIRD Common Shares will be exercised by those persons designated in the form of proxy and will be voted IN FAVOUR of all the matters described therein.

The enclosed form of proxy confers discretionary voting authority upon the persons named therein with respect to amendments to matters identified in the Notice of Meeting, and with respect to such matters as may properly come before the Meeting. As of the date hereof, management of BIRD knows of no such amendments or other matters to come before the Meeting.

Advice to Beneficial Holders of Securities

The information set forth in this section is of significant importance to many BIRD Shareholders, as a substantial number of the BIRD Shareholders do not hold BIRD Common Shares in their own name. BIRD Shareholders who do not hold their BIRD Common Shares in their own name (referred to in this Circular as Beneficial Shareholders ) should note that only proxies deposited by BIRD Shareholders whose names appear on the records of BIRD as the registered holders of BIRD Common Shares can be recognized and acted upon at the Meeting. If BIRD Common Shares are listed in an account statement provided to a BIRD Shareholder by a broker, then in almost all cases those BIRD Common Shares will not be registered in the BIRD Shareholder’s name on the records of BIRD. Such BIRD Common Shares will more likely be registered under the name of the BIRD Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such BIRD Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc. which acts as nominee for many Canadian brokerage firms). BIRD Common Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and nominees are prohibited from voting BIRD Common Shares for their clients. The directors and officers of BIRD do not know for whose benefit the BIRD Common Shares registered in the name of CDS & Co. are held. Therefore, Beneficial Shareholders cannot be recognized at the Meeting for the purposes of voting the BIRD Common Shares in person or by way of proxy, except as set forth below.

Applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their BIRD Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the Form of Proxy provided to registered BIRD Shareholders. However, its purpose is limited to instructing the registered BIRD Shareholder how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. Broadridge Financial Solutions, Inc. typically prepares its own proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the proxy forms to Broadridge Financial Solutions, Inc. Broadridge Financial Solutions, Inc. then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of BIRD Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a proxy from Broadridge Financial Solutions, Inc. cannot use that proxy

to vote BIRD Common Shares directly at the Meeting - the proxy must be returned to Broadridge Financial Solutions, Inc. well in advance of the Meeting in order to have the BIRD Common Shares voted.

IF YOU ARE A BENEFICIAL SHAREHOLDER AND WISH TO VOTE AT THE TIME OF THE MEETING, PLEASE CONTACT YOUR BROKER OR AGENT WELL IN ADVANCE OF THE MEETING TO DETERMINE HOW YOU CAN DO SO.

PART I – THE MEETING

Financial Statements

Pursuant to the ABCA, the directors of BIRD will place before the BIRD Shareholders at the Meeting the BIRD 2019 Annual Report and the BIRD 2018 Annual Report.

Fixing Number of Directors

The Articles of BIRD state that the BIRD Board shall consist of a minimum of three (3) and a maximum of twelve (12) directors. The BIRD Shareholders will be asked to consider and, if thought fit, to pass the following resolution:

" BE IT RESOLVED , as an ordinary resolution of the holders of common shares of Cassowary Capital Corporation Limited (the " Corporation "), that, subject to the Articles of the Corporation relating to subsequent appointments by the Board of Directors of the Corporation, the number of directors of the Corporation to be elected be and is hereby fixed at four (4)."

In order for the foregoing resolution to be passed, it must be approved by a simple majority of the votes cast by BIRD Shareholders who vote at the Meeting, either in person or by proxy.

UNLESS OTHERWISE DIRECTED, IT IS THE INTENTION OF THE PERSONS DESIGNATED AS PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE FOREGOING RESOLUTION.

Election of Directors

The BIRD Board presently consists of four (4) directors, each of whom management propose to nominate for re-election at the Meeting until the next annual meeting of BIRD Shareholders (the “ Initial Nominees ”). All of the current directors have been directors since the dates indicated below and all will be standing for re-election. Information regarding the Initial Nominees is set forth below.

However, effective following the Completion of the Qualifying Transaction, it is anticipated that the BIRD Board will be reconstituted, with Messrs. Chmilar, Lander and Mix being removed (the “ Retiring Directors ”), and the following additional nominees being elected to the BIRD Board: David H.W. (Harry) Dobson, Ross McLellan and Willie McLucas (the “ Additional Nominees ”).

Mr. Olley intends to remain on the BIRD Board following the Completion of the Qualifying Transaction (the “ Remaining Director ”).

For information and a biographical note on these Additional Nominees, see “ Appendix D – Information Concerning the Resulting Issuer – Directors, Officers and Promoters ”.

The BIRD Board recommends that BIRD Shareholders VOTE FOR :

the election of the four (4) Initial Nominees as directors of BIRD, to hold office until the earlier of until his re-election or replacement at the next annual meeting of the shareholders and Completion of the Qualifying Transaction; and
the removal of the Retiring Directors effective upon Completion of the Qualifying Transaction, and election of the Additional Nominees and the Remaining Director as directors of BIRD, to hold office from the Completion of the Qualifying Transaction until his re-election or replacement at the next annual meeting of shareholders.

Provided, however, such elected directors will cease to hold office if he resigns his duties or his office becomes vacant following his death, dismissal or any other cause prior to such meeting.

UNLESS OTHERWISE DIRECTED, IT IS THE INTENTION OF THE PERSONS DESIGNATED AS PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE ELECTION OF THESE PROPOSED NOMINEES.

BIRD does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying form of proxy will be voted in favour of another nominee in their discretion unless the BIRD Shareholder has specified in his or her form of proxy that his or her BIRD Common Shares are to be withheld from voting in the election of directors.

The following table states the names of all Initial Nominees to the BIRD Board, all positions and offices in BIRD presently held by such Initial Nominees, the nominees' municipality and country of residence, principal occupation at the present time and during the preceding five years, the period during which the respective nominees have served as directors, and the number and percentage of BIRD Common Shares beneficially owned by the Initial Nominees, directly or indirectly, or over which control or direction is exercised.

The information contained herein is based upon information furnished by the respective Initial Nominees.

Initial Nominees	Initial Nominees	Initial Nominees	Initial Nominees
Municipality of Residence and Position Presently Held with BIRD	Number of BIRD Common Shares Beneficially Owned or Controlled as of X, 2020(1)	Date First Elected or Appointed	Present and Principal Occupation During the Last Five Years
Stuart Olley Calgary, Alberta CEO and Director	1,000,100	January 31, 2018	Mr. Olley is a senior partner of Gowling WLG (Canada) LLP in Calgary, Alberta.
Gordon Chmilar(2) Calgary, Alberta CFO, Corporate Secretary and Director	1,000,000	January 31, 2018	Mr. Chmilar is a partner of Gowling WLG (Canada) LLP in Calgary, Alberta.
Martin Mix(2) Calgary, Alberta Director	1,000,000	January 31, 2018	Mr. Mix is a partner of Gowling WLG (Canada) LLP in Calgary, Alberta.
Guy Lander(2) New York, New York Director	1,000,000	January 31, 2018	Mr. Lander is a senior partner of Carter Ledyard and Milburn LLP in New York, New York.

Notes:

(1) The information as to BIRD Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, is based upon information furnished to BIRD by the respective Initial Nominees. BIRD disclaims all responsibility for the accuracy thereof.
(2) Proposed members of the Audit Committee.

Orders

To the knowledge of management of BIRD, except as set forth below, no proposed director is, as at the date hereof, or has been within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including BIRD) that (a) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. For the purposes of the hereof, "order" means (a) a cease trade order, (b) an order similar to a cease trade order, or (c) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days.

Bankruptcies

To the knowledge of management of BIRD, except as set forth below, no proposed director of BIRD (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including BIRD) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceeding, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

In 2016, Mr. McLellan established a private company incorporated in the United Kingdom, with the intention of that company participating in equity financings of AIM listed companies. Mr. McLellan was the sole shareholder and director of this company and funded any investments made by this company. Without his knowledge, in June 2018, a trade was placed with a UK broker under the name of this private company, of which Mr. McLellan was unaware of. That trade was beyond the scope of the company’s financial capabilities, and Mr. McLellan did not discover this trade took place until four months after the trade had taken place. As sole director of that company, Mr. McLellan exercised his fiduciary duties and appointed a liquidator for the company in December 2018.

Penalties or Sanctions

None of the proposed directors of BIRD has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Personal Bankruptcies

To the knowledge of management of BIRD, no proposed director has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment of Auditor

The current auditor of BIRD is Kenway Mack Slusarchuk Stewart LLP of Calgary, Alberta. It is proposed that the current auditor shall be re-appointed. Kenway Mack Slusarchuk Stewart LLP has been BIRD’s auditor since January 2018.

UNLESS OTHERWISE INSTRUCTED, IT IS THE INTENTION OF THE PERSONS DESIGNATED AS PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE RESOLUTION SET FORTH BELOW.

At the Meeting, BIRD Shareholders will be asked to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

“ BE IT RESOLVED THAT :

Kenway Mack Slusarchuk Stewart LLP is re-appointed as auditors of Cassowary Capital Corporation Limited (the " Corporation ") to hold office until the next annual meeting of shareholders; and
the remuneration of the auditors shall be fixed by the board of directors of the Corporation.”

Approval of the Option Plan

Under section 2.9(b) of Policy 4.4 of the Exchange, all rolling stock option plans, such as the Option Plan, must receive shareholder approval yearly, at BIRD’s annual shareholders meeting.

At the Meeting, BIRD Shareholders will be asked to pass a resolution approving the Option Plan, a copy of which is attached hereto as “ Appendix J – Option Plan ”. Accordingly, at the Meeting, BIRD Shareholders are being asked to consider and, if thought advisable, approve an ordinary resolution in the following form:

“ BE IT RESOLVED THAT :

the stock option plan of Cassowary Capital Corporation Limited (the " Corporation "), substantially in the form attached at “ Appendix J ” to the Management Information Circular of the Corporation dated September 21, 2020, be and the same is hereby ratified, confirmed and approved as the stock option plan of the Corporation;
any director or officer be and is hereby authorized to amend the stock option plan of the Corporation should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange; and
any one director or officer of the Corporation be and is hereby authorized and directed to do all such things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution.”

To be adopted, the foregoing resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting either in person or by proxy.

THE BIRD BOARD UNANIMOUSLY RECOMMENDS THAT THE BIRD SHAREHOLDERS VOTE IN FAVOUR OF THE APPROVAL OF THE OPTION PLAN. UNLESS OTHERWISE INSTRUCTED, IT IS THE INTENTION OF THE PERSONS DESIGNATED AS PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE APPROVAL OF THE OPTION PLAN.

Approval of the Consolidation Resolution

In connection with the proposed Transaction and subject to Exchange approval and approval of the Qualifying Transaction, BIRD proposes to consolidate the issued and outstanding BIRD Common Shares on the basis of one (1) post-Consolidation for every 2.5 pre-Consolidation BIRD Common Shares, or such lesser number of pre-Consolidation BIRD Common Shares as may be determined by the BIRD Board or accepted by the Exchange. No fractional BIRD Common Shares shall be issued pursuant to the Consolidation. In the event that the Consolidation would result in a BIRD Shareholder being entitled to a fractional BIRD Common Share, then such fractional BIRD Common Share shall be rounded down to the nearest whole number. In calculating such fractional interest, all BIRD Common Shares registered in the name of a holder of BIRD Common Shares or an intermediary shall be aggregated.

Furthermore, each stock option, warrant or other security of BIRD convertible into pre-consolidation BIRD Common Shares that has not been exercised or cancelled prior to the effective date of the implementation of the Consolidation will be adjusted pursuant to the terms thereof on the same exchange ratio described above and each holder of such pre-Consolidation convertible securities will become entitled to receive postconsolidation BIRD Common Shares pursuant to such adjusted terms.

See “ Appendix D – Information Concerning the Resulting Issuer – Pro Forma Consolidated Capitalization ” for the capitalization table for the Resulting Issuer, which takes into account the Consolidation.

BIRD Shareholders are specifically advised that the proposed Consolidation Resolution grants the BIRD Board the discretion to revoke the Consolidation Resolution and not proceed with the Consolidation without further approval of the BIRD Shareholders. If approved by the BIRD Shareholders, the BIRD Board, in its discretion, if at all, shall make the decision with respect to the timing of the Consolidation, which is anticipated to be completed on or immediately succeeding the closing of the Transaction.

Registered BIRD Shareholders will have received with this Circular a Letter of Transmittal. If a registered BIRD Shareholder did not receive a Letter of Transmittal, such registered BIRD Shareholder may obtain a Letter of Transmittal under BIRD’s profile on SEDAR at www.sedar.com or by contacting Alliance Trust at [email protected]. If the Consolidation Resolution is approved by BIRD Shareholders and implemented by the BIRD Board, the registered BIRD Shareholders will be required to exchange the share certificates representing their pre-Consolidation BIRD Common Shares for new share certificates representing the post-Consolidation BIRD Common Shares to which they are entitled. In order to receive certificates representing post-Consolidation BIRD Common Shares if the Consolidation is implemented, a registered BIRD Shareholder must complete, sign and date the enclosed Letter of Transmittal and return it together with the certificates evidencing such pre-Consolidation BIRD Common Shares and such other documents as may reasonably be requested to Alliance Trust. The Letter of Transmittal contains instructions on how to complete the Letter of Transmittal and surrender share certificates representing pre-Consolidation BIRDS Common Shares to Alliance Trust. Alliance Trust will then forward to each registered BIRD Shareholder who has sent the required documents a new share certificate representing the number of post-Consolidation BIRD Common Shares to which such BIRD Shareholder is entitled. Until surrendered, each share certificate representing pre-Consolidation BIRD Common Shares will be deemed for all purposes to represent the number of whole post-Consolidation BIRD Common Shares to which the holder thereof is entitled as a result of the Consolidation. Registered BIRD Shareholders should not destroy any share certificates and should not submit any share certificates until such time, if any, that the Consolidation is completed. BIRD will publicly announce if and when the Consolidation is implemented. The Letter of Transmittal contains instructions and should be reviewed carefully. Failure to strictly comply with the instructions contained in this Circular and the Letter of Transmittal may result in a registered BIRD Shareholder forfeiting his, her or its rights.

The Letter of Transmittal is for use by registered BIRD Common Shareholders only. Non-Registered Shareholders do not need to complete a Letter of Transmittal as their BIRD Common Shares will be consolidated through the facilities of CDS without any action on their part.

The Consolidation requires an amendment to the BIRD’s articles and the ABCA requires BIRD Shareholders approval to effect such an amendment. The requisite approval for the Consolidation Resolution, the full text of which is set forth under “ Consolidation Resolution ” in Appendix A to this Circular, is at least 66[2] /3% of the votes cast on the Consolidation Resolution by BIRD Shareholders present in person or represented by proxy at the Meeting with each BIRD Shareholder as of the Record Date having one vote for each BIRD Common Share held by such BIRD Shareholder as of the Record Date.

There can be no assurance that the market price of the post-Consolidation BIRD Common Shares will increase as a result of the Consolidation. The marketability and trading liquidity of the post-Consolidation BIRD Common Shares may not improve. The Consolidation may result in some BIRD Shareholders owning "odd lots" of BIRD Common Shares which may be more difficult for such shareholders to sell or which may require greater transaction costs per share to sell.

THE BIRD BOARD UNANIMOUSLY RECOMMENDS THAT THE BIRD SHAREHOLDERS APPROVE THE AMENDMENT TO THE ARTICLES TO PROVIDE FOR THE CONSOLIDATION. UNLESS OTHERWISE INSTRUCTED, IT IS THE INTENTION OF THE PERSONS DESIGNATED AS PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE CONSOLIDATION RESOLUTION.

Approval of the Name Change Resolution

Upon Completion of the Qualifying Transaction, it is intended that the business of WGE as currently conducted will be the business of the Resulting Issuer. Pursuant to the terms of the proposed Qualifying Transaction and subject to Exchange approval and approval of the Transaction Resolution, BIRD intends to change its name to "Western Gold Exploration Ltd.", or such other name as the BIRD Board, in its sole discretion, deems appropriate (the “ Name Change ”). Management believes that the Name Change is in the best interests of BIRD in order to reflect the proposed change in its business activities.

BIRD Shareholders will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution authorizing the BIRD Board, in its sole discretion, to effect the Name Change. To be effective, Name Change Resolution must be approved by the affirmative vote of at least 66[2] /3% of the votes cast by BIRD Shareholders present in person or represented by proxy at the Meeting. The Name Change is required in order for BIRD to complete its Qualifying Transaction and, if approved, will be given effect in connection with the completion of the Transaction. If BIRD Shareholders do not approve the special resolution, the Qualifying Transaction may not proceed.

THE BIRD BOARD UNANIMOUSLY RECOMMENDS THAT THE BIRD SHAREHOLDERS APPROVE THE NAME CHANGE. UNLESS OTHERWISE INSTRUCTED, IT IS THE INTENTION OF THE PERSONS DESIGNATED AS PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE NAME CHANGE RESOLUTION.

The complete text of the Name Change Resolution is set forth in “ Appendix A – Resolutions – Name Change Resolution ”.

Approval of the Transaction Resolution

At the Meeting, BIRD Shareholders will be asked to consider and, if thought appropriate, approve the Transaction by passing, with or without variation, the Transaction Resolution (the full text of which is set forth in “ Appendix A – Resolutions – Transaction Resolution ”). See “ Part II – The Proposed Qualifying Transaction ” for further information and considerations regarding the Transaction and the Transaction Resolution.

THE BIRD BOARD UNANIMOUSLY RECOMMENDS THAT THE BIRD SHAREHOLDERS APPROVE THE TRANSACTION. UNLESS OTHERWISE INSTRUCTED, IT IS THE INTENTION OF THE PERSONS DESIGNATED AS PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE TRANSACTION RESOLUTION.

Interest of Certain Persons or Companies in Matters to Be Acted Upon

Except as described elsewhere in this Circular, management of BIRD is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (a) any director or executive officer of BIRD, (b) any proposed nominee for election as a director of BIRD, and (c) any associates or affiliates of any of the persons or companies listed in (a) and (b), in any matter to be acted on at the Meeting.

Voting Securities and Principal Holders

As at the date hereof, BIRD had 14,386,600 BIRD Common Shares outstanding, representing BIRD’s only securities with respect to which a voting right may be exercised at the Meeting. Each BIRD Share carries the right to one vote at the Meeting. A quorum for the transaction of business at the Meeting will be present if, at such Meeting, holders of not less than five percent (5%) of the BIRD Common Shares entitled to vote at such Meeting are present in person or represented by proxy, and at least two (2) persons entitled to vote at the Meeting are actually present at the Meeting.

The Record Date to determine the BIRD Shareholders eligibility to receive the notice of the Meeting and vote at the Meeting was fixed at August 31, 2020.

To the knowledge of the directors and senior officers of BIRD as at the date hereof, based on information provided on the System for Disclosure by Insiders (SEDI) and on information filed by third parties on the System for Electronic Document Analysis and Retrieval (SEDAR), no person or corporation beneficially owned, directly or indirectly, or exercised control or discretion over, voting securities of BIRD carrying more than 10% of the voting rights attached to any class of voting securities of BIRD, other than the following:

Name	Number of Common Shares	Percentage of Common Shares
Smaller Company Capital Ltd.(1)	2,000,000	13.9%

Note:

(1) Private company controlled by Rupert Williams and Jeremy Woodgate.

Corporate Governance Disclosure

Set forth below is a description of BIRD’s current corporate governance practices, as prescribed by Form 58-101F2, which is attached to NI 58-101.

Board of Directors

The directors have determined that of the Initial Nominees (who are currently directors of BIRD), Mr. Martin Mix and Mr. Guy Lander are independent for the purposes of NI 58-101.

If however, effective following the Completion of the Qualifying Transaction, the BIRD Board is reconstituted, with the Retiring Directors being removed, the Additional Nominees being elected to the BIRD Board and the Remaining Director remaining on the BIRD Board, then the BIRD Board is proposed to be comprised of four directors, two of whom, Mr. Willie McLucas and Mr. Stuart Olley, BIRD considers to be independent for the purposes of NI 58-101. BIRD considers Mr. Olley as independent as he is proposed to be replaced as CEO for the Reporting Issuer by Mr. Ross McLellan upon Completion of the Qualifying Transaction, and therefore Mr. Olley will have acted as an officer of BIRD while it was a CPC and prior to completing its Qualifying Transaction and actually undertaking any business.

The BIRD Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the business of BIRD in the ordinary course, evaluating new business opportunities and challenges, recruiting people and meeting all legal and regulatory requirements of the business.

Directorships

The following table sets forth the name of each reporting issuer, other than BIRD, of which an Initial Nominee is also currently a director.

Initial Nominee	Reporting Issuers the Individual is also a Director of:
Gordon Chmilar	North Peak Resources Ltd.

See – “ Appendix D - Information Concerning the Resulting Issuer – Other Reporting Issuer Experience ”, for information regarding reporting issuer experience of the Additional Nominees and the Remaining Director.

Orientation and Continuing Education

While BIRD does not currently have a formal orientation and education program for new members of the board of directors, BIRD provides such orientation and education on an ad hoc and informal basis. The directors believe that these procedures are a practical and effective approach in light of BIRD's particular circumstances, including the size of BIRD, the number, experience and expertise of its directors.

Ethical Business Conduct

The directors’ maintain that BIRD must conduct and be seen to conduct its business dealings in accordance with all applicable laws and the highest ethical standards. BIRD’s reputation for honesty and integrity amongst its shareholders and other stakeholders is key to the success of its business. No employee or director will be permitted to achieve results through violation of laws or regulations, or through unscrupulous dealings.

Any director with a conflict of interest or who is capable of being perceived as being in conflict of interest with respect to BIRD must abstain from discussion and voting by the BIRD Board or any committee of the BIRD Board on any motion to recommend or approve the relevant agreement or transaction. The BIRD Board must comply with conflict of interest provisions of the ABCA.

Nomination of Directors

Both the directors and management are responsible for selecting nominees for election to the BIRD Board. At present, there is no formal process established to identify new candidates for nomination. The BIRD Board and management determine the requirements for skills and experience needed on the BIRD Board from time to time. The present BIRD Board and management expect that new nominees have a track record in general business management, special expertise in an area of strategic interest to BIRD, the ability to devote the time required, support for BIRD’s business objectives and a willingness to serve.

Compensation

At present, no compensation (other than the grant of incentive stock options) is paid to the directors of BIRD in their capacity as directors. The directors do not currently have a compensation committee. As a CPC, BIRD is not permitted to compensate officers, including the Chief Executive Officer, for their services.

Assessments

The directors’ believe that nomination to the BIRD Board is not open ended and that directorships should be reviewed carefully for alignment with the strategic needs of BIRD. To this extent, the directors constantly review (i) individual director performance and the performance of the BIRD Board as a whole, including processes and effectiveness; and (ii) the performance of the Chairman, if any, of the BIRD Board.

Audit Committee

NI 52-110 requires BIRD, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor.

Audit Committee Charter

BIRD’s Audit Committee is governed by an audit committee charter that was established by the directors of BIRD, a copy of which is attached hereto as Appendix K.

Composition of Audit Committee

BIRD’s Audit Committee is currently comprised of the three (3) directors of BIRD, Gordon Chmilar, Martin Mix and Guy Lander. Each current member of the Audit Committee is “financially literate”, as such term is defined in NI 52-110, and two of the members, Martin Mix and Guy Lander, are “independent”, as such term is defined in NI 52-110 and in the ABCA.

Assuming that on Completion of the Qualifying Transaction, the BIRD Board is reconstituted, with the Retiring Directors being removed, the Additional Nominees being elected to the BIRD Board and the Remaining Director remaining on the BIRD Board, the members of the Audit Committee of BIRD will be: Ross McLellan, Willie McLucas and Stuart Olley. Mr. McLellan will be deemed not to be “independent” by virtue of his proposed position as an executive officer of the Resulting Issuer. The BIRD Board considers Mr. McLucas and Mr. Olley to be “independent” for the purposes of NI 52-110. BIRD considers Mr. Olley as “independent” as he is proposed to be replaced as CEO for the Reporting Issuer by Mr. Ross McLellan upon Completion of the Qualifying Transaction, and therefore Mr. Olley will have acted as an officer of BIRD while it was a CPC and prior to completing its Qualifying Transaction and actually undertaking any business. Each of the proposed members of the Audit Committee of the Resulting Issuer are "financially literate" as required by NI 52-110.

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each proposed member Audit Committee of the Resulting Issuer relevant to the performance of his responsibilities as an Audit Committee member is set forth in “ Appendix D - Information Concerning the Resulting Issuer – Management ”.

External Auditor Matters

Since the commencement of BIRD’s financial year ended December 31, 2018, BIRD’s directors have not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor and BIRD has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by BIRD's directors and, where applicable, the Audit Committee, on a case-by-case basis.

In the following table, “Audit fees” are fees billed by BIRD’s external auditor for services provided in auditing BIRD’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of BIRD’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by BIRD to its auditor in its previous financial year-ends, by category, are as follows:

Financial Year	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Ending
December 31, 2019 December 31, 2018	$4,200.00 $5,250.00	$5,250.00 Nil	Nil Nil	$95.00 Nil

Exemptions

BIRD is a “venture issuer” as defined in NI 52-110 and is relying on the exemption contained in Section 6.1 of NI 52-110, which exempts BIRD from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Statement of Executive Compensation and Related Matters

The following disclosure of compensation earned by certain executive officers and directors of BIRD in connection with their office or employment with BIRD is made in accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations .

Director and Named Executive Officer Compensation, Excluding Compensation Securities

As at the date hereof, BIRD had not yet completed a Qualifying Transaction. Accordingly, the directors and Named Executive Officers of BIRD (Stuart Olley (Chief Executive Officer), and Gordon Chmilar (Chief Financial Officer and Corporate Secretary)), were not paid any compensation during the financial years ended December 31, 2019 and 2018, as the Policy 2.4 prohibits directors and officers of a CPC from receiving remuneration (other than incentive stock options) while BIRD is a CPC.

Stock Options and Other Compensation Securities

On September 7, 2018, the day after BIRD closed its IPO, BIRD granted a total of 1,400,000 stock options to its directors and Named Executive Officers, exercisable for a period of ten years from the date of grant. Each option entitles its holder to purchase one BIRD Common Share at an exercise price of $0.10 per share. The allocation and number of options granted was determined by the board of directors and the exercise price was established by the directors in accordance with the policies of the Exchange and was based on the IPO price of the BIRD Common Shares. The purpose of granting such options is to assist the BIRD in compensating, attracting, retaining and motivating its directors Named Executive Officers and to closely align the personal interests of such persons to that of the shareholders.

Option-based awards are designed to reward individual performance and contribution to BIRD’s objectives. Previous grants of option-based awards are taken into account when considering new grants.

There were no Compensation Securities (defined to include stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units

and restricted share units granted or issued by BIRD for services provided or to be provided, directly or indirectly, to BIRD) granted or issued to each Named Executive Officer and director during the fiscal year ended December 31, 2019.

The following table sets out Compensation Securities granted or issued to each Named Executive Officer and director during the fiscal year ended December 31, 2018:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Stuart Olley CEO and Director Gordon Chmilar CFO, Corporate Secretary and Director Martin Mix Director Guy Lander Director	Stock Options Stock Options Stock Options Stock Options	350,000 stock options(1) to acquire up to 350,000 BIRD Common Shares (represents 2.4% of outstanding BIRD Common Shares) 350,000 stock options(1) to acquire up to 350,000 BIRD Common Shares (represents 2.4% of outstanding BIRD Common Shares) 350,000 stock options(1) to acquire up to 350,000 BIRD Common Shares (represents 2.4% of outstanding BIRD Common Shares) 350,000 stock options(1) to acquire up to 350,000 BIRD Common Shares (represents 2.4% of outstanding BIRD Common Shares)	Sept. 7, 2018 Sept. 7, 2018 Sept. 7, 2018 Sept. 7, 2018	0.10 0.10 0.10 0.10	0.20(2) 0.20(2) 0.20(2) 0.20(2)	0.02 0.02 0.02 0.02	Sept. 7, 2028 Sept. 7, 2028 Sept. 7, 2028
							Sept. 7, 2028

Notes:

(1) Vested immediately upon grant.

(2) The closing price for the BIRD Common Shares on September 13, 2018, the first day that the BIRD Common Shares traded after it completed its IPO.

There were no Compensation Securities exercised by Named Executive Officers and directors of BIRD during the fiscal years ended December 31, 2019 and December 31, 2018.

Stock Option Plans and Other Incentive Plans

BIRD has a stock option plan, the material terms of which are described under " Appendix B – Information Concerning BIRD – Stock Option Plan ".

Employment, Consulting and Management Agreements

Management functions of BIRD are not, to any substantial degree, performed other than by its directors or Named Executive Officers.

As at the end of each of BIRD’s last two financial years (December 31, 2019 and 2018), BIRD had not entered into any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer or director.

Oversight and Description of Director and Named Executive Officer Compensation

At present, no compensation (other than the grant of incentive stock options) is paid to the directors and Named Executive Officers of BIRD in their capacity as directors. The directors do not currently have a compensation committee. As a CPC, BIRD is not permitted to compensate officers or directors, including the Chief Executive Officer, for their services.

Pension Disclosure

At this time, BIRD does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as at December 31, 2019 regarding the number of BIRD Common Shares to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in connection with the Option Plan:

Plan Category	Number of securities to be	Weighted-	Number of securities
	issued upon exercise of	average	remaining
	outstanding options	exercise price of	available for future
		outstanding	issuance under
		options	equity compensation plans
Equity compensation plans approved by securityholders Equity compensation plans not approved by securityholders Total	1,400,000 Nil 1,400,000	$0.10 N/A $0.10	1,400,000(1)(2) Nil 1,400,000(1)(2)

Notes:

(1) The Option Plan reserves a "rolling" maximum of 10% of the issued and outstanding BIRD Common Shares (determined at the time of the stock option grant) for issuance upon the exercise of stock options granted pursuant to the Stock Option Plan.

(2) As at the date of this Circular, BIRD has 14,386,600 BIRD Common Shares issued and outstanding, and therefore there are 1,438,660 options to acquire BIRD Common Shares available for issuance under the Stock Option Plan. Also, at the date of this Circular, BIRD has granted options to acquire 1,400,000 BIRD Common Shares, resulting in 38,660 BIRD Common Shares remaining available for future issuance under the Option Plan.

The securities referred to in the table above were granted under the Option Plan.

Indebtedness of Directors and Executive Officers

None of the directors, the proposed nominees for election as director, the executive officers of BIRD, or any of their respective associates or affiliates is or has been indebted to BIRD or any of its subsidiaries in respect of loans, advances or guarantees of indebtedness.

Interest of Informed Persons in Material Transactions

Except as described elsewhere in this Circular, none of the informed persons (as such term is defined in NI 51-102) of BIRD, any proposed director of BIRD, or any associate or affiliate of any informed person or proposed director, has had any material interest, direct or indirect, in any transaction of BIRD since the commencement of BIRD’s last financial year or in any proposed transaction which has materially affected or would materially affect BIRD.

Particulars of Other Matters To Be Acted Upon

Management of BIRD knows of no other matter to come before the Meeting other than those referred to in the accompanying Notice of Meeting. However, if any other matters which are not known to the management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

Additional Information

Additional information relating to BIRD, including copies of BIRD's financial statements and MD&A, is available on SEDAR at www.sedar.com, copies of which may be obtained from BIRD upon request. BIRD may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of BIRD.

PART II – PROPOSED QUALIFYING TRANSACTION

Details regarding the Qualifying Transaction, including the background to, reasons for, details of, conditions to and effect of the Qualifying Transaction are set forth in this Circular and the Appendixes hereto. Readers are urged to carefully read the information in this Circular and the Appendixes.

General

Pursuant to the Transaction Agreement, a copy of which is available on SEDAR at www.sedar.com, BIRD will acquire all of the issued and outstanding WGE Shares (which will be 199,676,875 WGE Shares immediately prior to the Closing), in exchange for 32,666,900 Resulting Issuer Shares (on a preConsolidation basis) at Closing. This share exchange was based on BIRD Shareholders and WGE Shareholders holding (before the Concurrent Private Placement), 30% and 70% of the outstanding Resulting Issuer Shares upon completion of the Transaction, respectively, or on a deemed valuation of BIRD of $0.1225 per BIRD Common Share and a deemed valuation of WGE of $4 million. Pursuant to the Transaction, the holders of the WGE Shares will become shareholders of the Resulting Issuer. The last closing price of the BIRD Common Shares prior to the announcement of the Transaction was $0.05 per share.

As the holders of a majority of WGE Shares have executed the Transaction Agreement, WGE has exercised drag along rights to compel the remaining WGE Shareholders to participate in the Transaction. Consequently, subject to the conditions described below, BIRD will acquire 100% of the outstanding WGE Shares and WGE will become a wholly-owned subsidiary of the Resulting Issuer.

The Transaction is intended to constitute the Qualifying Transaction of BIRD and will result in a reverse takeover of BIRD.

Concurrent Private Placement

BIRD has agreed to pay the Finder’s Fees in connection with the Concurrent Private Placement.

The proceeds from the Concurrent Private Placement will be used with a view to developing the business of the Resulting Issuer and for general working capital purposes.

BIRD Shareholder Approvals

At the Meeting, the BIRD Shareholders will be asked to consider, and if deemed advisable, to pass the Transaction Resolution in the form set forth in “ Appendix A – Resolutions – Transaction Resolution ” of this Circular approving the Transaction. BIRD Shareholders are urged to review the various sections of this Circular when considering the Transaction Resolution.

Benefits of the Transaction

The BIRD Board believes that a business combination of BIRD and WGE will benefit BIRD Shareholders by creating a company which will have:

(a) a management team capable of implementing the business strategy of the Resulting Issuer;
(b) greater access to sufficient capital to advance the Resulting Issuer’s business;
(c) prospective mineral properties in a safe jurisdiction;
(d) increased access to capital markets; and
(e) enhanced liquidity for the current BIRD Shareholders as the Resulting Issuer, after giving effect to the Transaction, will have a larger market capitalization.

BIRD Board Recommendations

The BIRD Board believes that the Transaction is in the best interests of BIRD and the BIRD Shareholders and has authorized the submission of the Transaction to the BIRD Shareholders for approval. The BIRD Board unanimously recommends that the BIRD Shareholders VOTE FOR the Transaction Resolution. In coming to its conclusions and recommendations, the BIRD Board considered, among others, the following factors:

(a) the purpose and benefits of the Transaction as outlined elsewhere in this Circular;

(b) information concerning the financial condition, results of operations, business plans and prospects of the Resulting Issuer following the Transaction, and the potential for the enhancement of the business efficiency, management effectiveness and financial results of the combined entity;
(c) the alternatives available to BIRD; and
(d) the current business environment, particularly in respect of gold and other metals markets as governments respond to current challenges through the issuance of debt and printing of money.

The foregoing discussion of the information and factors considered and given weight by the BIRD Board is not intended to be exhaustive. In addition, in reaching the determination to approve the Transaction Agreement, the BIRD Board did not assign any relative or specific weights to different factors.

The BIRD Board realizes that there are risks associated with the Transaction, including that some of the potential benefits set forth above may not be realized or that there may be significant costs associated with realizing such benefits. The BIRD Board believes that the factors in favour of the Transaction outweigh the risks and potential disadvantages, although there can be no assurance in this regard.

Effect of the Transaction

General

Pursuant to the Transaction, on the Closing, the following will occur:

(a) BIRD will acquire all of the issued and outstanding WGE Shares, in exchange for 32,666,900 Resulting Issuer Shares (on a pre-Consolidation basis);
(b) the BIRD Subscription Receipts will automatically convert into 11,333,331 Resulting Issuer Shares (on a pre-Consolidation basis);
(c) the Consolidation will be effected; and
(d) the Name Change will be effected.

Following the Closing:

(a) the Resulting Issuer will be listed on the Exchange;
(b) the Resulting Issuer will be a reporting issuer in British Columbia, Alberta and Ontario;
(c) the name of the Resulting Issuer will be Western Gold Exploration Ltd.;
(d) the Resulting Issuer will carry on the business theretofore carried on by WGE; and
(e) the Resulting Issuer shall have a financial year end of December 31.

Resulting Issuer Shares

After giving effect to the Transaction, the Concurrent Private Placement and the Consolidation, it is expected that 23,354,706 Resulting Issuer Shares outstanding. Current BIRD Shareholders will hold approximately 24.6% of the Resulting Issuer Shares, investors under the Concurrent Private Placement and will hold approximately 19.4% of the Resulting Issuer Shares and current WGE Shareholders will hold approximately 55.9% of the Resulting Issuer Shares (each calculated on an undiluted basis).

Details of the Transaction

Effective July 14, 2020, BIRD entered into the Transaction Agreement with WGE and holders of a majority of the WGE Shares, being the definitive agreement contemplated by the Letter of Intent between BIRD and WGE. The Transaction Agreement supersedes the Letter of Intent and governs the terms and conditions of the Transaction.

Transaction Agreement

Pursuant to the Transaction Agreement, BIRD will acquire all of the issued and outstanding WGE Shares in exchange for 32,666,900 Resulting Issuer Shares (on a pre-Consolidation basis) resulting in WGE Shareholders becoming shareholders of the Resulting Issuer and WGE becoming a wholly-owned subsidiary of the Resulting Issuer.

Covenants

BIRD has agreed to certain covenants in favour of WGE:

to prepare and file any filings required under applicable laws or rules and policies of the Exchange or other regulatory bodies relating to the Transaction; and
to take, in a timely manner, all commercially reasonable actions and steps necessary in order that: (i) effective as at the Closing, the BIRD Common Shares issuable pursuant to the Transaction and the Concurrent Private Placement be conditionally approved for listing and trading on the Exchange, and (ii) when received, BIRD shall provide WGE with copies of the conditional and final approval of the Exchange respecting the Transaction and, the listing and posting for trading of the BIRD Common Shares to be issued pursuant to the Concurrent Private Placement.

Representations and Warranties

The Transaction Agreement contains certain representations and warranties of BIRD and WGE, relating to the following: formation and authority, capitalization, escrow restrictions and litigation. The Transaction Agreement also contains representations and warranties of the holders of a majority of the WGE Shares that executed the Transaction Agreement relating to the following: their title to their WGE Shares, and their authority to sell their WGE Shares.

Conditions to Closing

Closing Conditions in Favour of WGE and WGE Shareholders that Executed the Transaction Agreement

Pursuant to the terms of the Transaction Agreement, the obligations of WGE and the WGE Shareholders that executed the Transaction Agreement to consummate the transactions contemplated therein are subject to standard closing conditions including, among others:

there shall have been obtained the written consents or approvals of any governmental authority or Persons whose consent to the transactions contemplated by the Transaction Agreement is required, and all conditions imposed upon such consents shall have been satisfied, including without limitation: (i) the acceptance by the Exchange of the transactions contemplated in the Transaction Agreement; and (ii) the Exchange's approval to list the BIRD Common Shares to be issued in connection with the Transaction and the the Concurrent Private Placement;
BIRD shall have completed the Concurrent Private Placement;

there shall not have been any material adverse change in the condition (financial or otherwise), of BIRD, its assets, or the liabilities, capitalization, or business of BIRD from that as set forth in the applicable BIRD financial statements or provided by BIRD to WGE in writing; and
there being no prohibition at law against the completion of the transactions contemplated in the Transaction Agreement.

Closing Conditions in Favour of BIRD

Pursuant to the terms of the Transaction Agreement, the obligations of BIRD to consummate the transactions contemplated therein are subject to standard closing conditions including, among others:

there shall have been obtained the written consents or approvals of any governmental authority or Persons whose consent to the transactions contemplated by the Transaction Agreement is required, and all conditions imposed upon such consents shall have been satisfied, including without limitation: (i) the acceptance by the Exchange of the transactions contemplated in the Transaction Agreement; and (ii) the Exchange's approval to list the BIRD Common Shares to be issued in connection with the Transaction and the Concurrent Private Placement;
BIRD shall have completed the Concurrent Private Placement;
there shall not have been any material adverse change in the condition (financial or otherwise), of WGE, its assets, or the liabilities, capitalization, or business of WGE from the date of the Transaction Agreement;
there being no prohibition at law against the completion of the transactions contemplated in the Transaction Agreement; and
WGE shall have obtained all necessary approvals from its directors and shareholders, and the holders of outstanding warrants and option, in order to complete the Transaction.

Termination

The Transaction Agreement will be terminated if (i) a condition precedent has not been met or is incapable of being met and the party in whose favour such condition precedent exists does not waive such condition precedent; (ii) the parties mutually agree; or (iii) the Transaction not being completed by November 30, 2020.

Other

Upon completion of the Transaction, WGE will become a wholly-owned subsidiary of the Resulting Issuer and the business of WGE will be the business of the Resulting Issuer. See “ Appendix C – Information Concerning WGE – General Development of the Business ” and “ Appendix D – Information Concerning the Resulting Issuer – Narrative Description of the Business ”.

The Transaction is subject to the acceptance of the Exchange and other closing conditions customary for transactions of this nature. Assuming Completion of the Qualifying Transaction, it is proposed the trading in the shares of the Resulting Issuer will be reinstated for trading on the Exchange as a Tier 2 Mining issuer, as defined in Exchange policies. See “Appendix B – Information Concerning BIRD – Transaction Agreement” .

Procedure for the Transaction to Become Effective

The following procedural steps must be taken in order for the Transaction to become effective:

(a) the Transaction must be approved by the requisite number of BIRD Shareholders;
(b) the Exchange provides its requisite approvals for the Transaction and the Concurrent Private Placement; and
(c) all conditions precedent to the Transaction, as set forth in the Transaction Agreement must be satisfied or waived by the appropriate party.

There is no assurance that the conditions set out in the Transaction Agreement will be satisfied or waived on a timely basis.

Majority of the Minority Shareholder Approval

Policy 2.4 requires that Majority of the Minority Shareholder Approval of the Transaction is required if the proposed Qualifying Transaction is a Non-Arm’s Length Qualifying Transaction or is subject to Policy 5.9, which incorporates the provisions of MI 61-101. Generally speaking, MI 61-101 requires a reporting issuer, unless exempted, to obtain a formal valuation and minority shareholder approval where the transaction in question is a “business combination”, an “issuer bid”, an “insider bid” or a “related party transaction”.

The Transaction is not a Non-Arm’s Length Qualifying Transaction for the purposes of Policy 2.4 and is not a “business combination”, “issuer bid” or “insider bid” for the purposes of MI 61-101 from the perspective of BIRD. However, for the purposes of MI 61-101, Smaller Company Capital Ltd. is a “related party” of BIRD because it holds more than 10% of the voting rights attached to all of BIRD’s outstanding voting securities, and the Transaction is a “related party transaction” because BIRD will acquire WGE Shares from Smaller Company Capital Ltd. for valuable consideration pursuant to the Transaction.

Consequently, BIRD is required, unless an exemption is available, to obtain a formal valuation and minority shareholder approval in respect of the Transaction. BIRD is not required to obtain a formal valuation because the BIRD Shares are not listed on a prescribed stock exchange listed in MI 61-101. However, MI 61-101 does not provide an exemption from the requirement to obtain minority shareholder approval in respect of the Transaction. BIRD must therefore obtain Majority of the Minority Shareholder Approval of the Transaction in accordance with Policy 2.4.

In order to obtain Majority of the Minority Shareholder Approval of the Transaction, Policy 2.4 requires that the Transaction be approved by the majority of votes cast by BIRD Shareholders at the Meeting, other than:

(a) Non-Arm's Length Parties to the CPC;
(b) Non-Arm's Length Parties to the Qualifying Transaction; and
(c) in the case of a Related Party Transaction:
(i) if a CPC holds its own shares, the CPC, and
(ii) a Person acting jointly or in concert with a Person referred to in paragraph (a) or (b) in respect of the transaction.

To the knowledge of BIRD and its directors and management, after reasonable inquiry, votes attaching to the following BIRD Common Shares will be excluded for the purposes of the Majority of the Minority Shareholder Approval of the Transaction Resolution:

	Number of BIRD Shares
	Beneficially
	Owned or Over which Control
Name of Insiders or Promoters	or Direction is Exercised	Percentage of BIRD Shares(1)
Smaller Company Capital Ltd.	2,000,000	13.9%
Stuart Olley	1,000,100	6.95%
Gordon Chmilar	1,000,000	6.95%
MDCGN Ltd.(2)	1,000,000	6.95%
Guy Lander	1,000,000	6.95%
Total	6,000,100	41.71%

Notes:

(1) On a non-diluted basis.

(2) A corporation controlled by Martin Mix, a director of BIRD.

Formal Valuation

In connection with the Transaction, an exemption from this valuation requirement is available pursuant to Ml 61-101, because none of the securities of BIRD are listed or quoted on any of the exchanges or markets listed in Ml 61-101.

Prior Valuations

There have been no prior valuations of BIRD or WGE, their securities, or their material assets made in the last 24 months that would reasonably affect the decision of a BIRD Shareholder to vote for or against the transaction or to retain/dispose their shares.

Prior Offers

Other than as described in this Circular, there have been no bona fide offers that relates to the shares of BIRD during the 24 months before September 21, 2020.

Review and Approval Process

In reaching its conclusions, the BIRD Board undertook a review of strategic alternatives available to BIRD and considered, among other things:

WGE’s current beneficial ownership, directly and indirectly, of the WGE Shares;
the BIRD Board’s role and responsibilities;
the regulatory requirements applicable to the Transaction;
the terms of the Transaction Agreement, including the valuation ascribed to BIRD and WGE;
the relevant issues arising from the structure of the Transaction, including the fact that the Transaction is considered (i) a Related Party Transaction, and (ii) Majority of the Minority Approval of the Transaction is therefore required under Policy 2.4 in conjunction with Policy 5.9, which incorporates the provisions of MI 61-101;
the merits of the proposed Transaction;

the financial and technical information regarding WGE;
the offering prices of previous sales of WGE Shares;
the offering price of the Concurrent Private Placement;
the recommendation of the independent directors of BIRD;
the number of Qualifying Transactions previously considered by BIRD, including executed letters of intent for Qualifying Transactions that never closed;
the slowly diminishing cash of BIRD as a “public shell”;
the time elapsed since the BIRD IPO;
the lack of viable alternatives to the Transaction; and
BIRD’s share price, current market conditions and the likelihood of identifying an equally favourable Qualifying Transaction in the near term.

The following are some of the principal reasons for the BIRD Board’s recommendation that the BIRD Shareholders vote in favour of the Transaction Resolution:

BIRD’s History . BIRD completed its initial seed financing in more than 27 months ago (April 2018) and its IPO approximately 23 months ago (September 2018). During that time BIRD’s available cash has decreased and BIRD has evaluated numerous of potential Qualifying Transactions. The BIRD Board believes that the value of BIRD decreases over time as its cash is depleted on public company costs, its IPO shareholders have been patient and deserve a completed Qualifying Transaction, and that the acquisition of WGE is a deserving Qualifying Transaction that will bring value to BIRD Shareholders.
Financial Position of BIRD . As at August 31, 2020, BIRD’s cash position had been reduced to approximately $730,483. Cash is one of the more attractive criteria target companies look for in CPC’s.
Value Provided to BIRD . After a review of BIRD’s history and financial position the BIRD Board and management of BIRD are satisfied that the Transaction provides BIRD and the BIRD Shareholders with the best value for its CPC. The BIRD Board and management of BIRD took into account all of the item enumerated above and its business prospects in settling on the terms of the Transaction.
Review of Alternatives . The Transaction is the result of an extensive process by the BIRD Board over the past months/years which involved consideration of strategic alternatives available to BIRD.

The foregoing summary of the information and factors considered by the BIRD Board is not intended to be exhaustive of the factors considered by them in reaching their conclusion and making their recommendations, but does include the material information, factors and analysis considered by them in reaching their conclusions and recommendations. In view of the numerous factors considered in connection with the BIRD Board’s evaluation of the Transaction, they did not find it practical to, an did not, quantify or otherwise attempt to assign relative weight to specific factors in reaching their decision. In addition, individual members may have given different weight to different factors. The conclusions and unanimous recommendations of the BIRD Board were made after considering all of the information and factors involved.

Regulatory Approvals and Stock Exchange Listings

The Transaction Agreement provides that receipt of all regulatory, governmental and third party approvals and consents, including without limitation, receipt of conditional approval of the Exchange for the Transaction qualifying as BIRD’s Qualifying Transaction, is a condition precedent to the Transaction becoming effective.

The currently outstanding BIRD Common Shares are listed for trading on the Exchange under the symbol “BIRD.P”. The closing price of the BIRD Common Shares on the Exchange prior to the date of the announcement of the Transaction was $0.05. Immediately prior to the announcement of the Transaction, the BIRD Common Shares were halted from trading on the Exchange and remain halted as of the date hereof. For information with respect to the trading history of the BIRD Common Shares, see “Appendix B – Information Concerning BIRD – Stock Exchange Price” .

BIRD has applied to the Exchange for approval of the listing of the Resulting Issuer Shares issuable pursuant to the Transaction Agreement as BIRD’s Qualifying Transaction, and the Concurrent Private Placement. The Exchange has conditionally accepted the Transaction subject to BIRD fulfilling all the requirements of the Exchange on or before December 17, 2020.

Securities Law Matters

Canada

Resulting Issuer Shares to be issued in exchange for BIRD securities under the Transaction will be issued in reliance on exemptions from prospectus and registration requirements of applicable Canadian securities laws. Subject to the Exchange rules relating to escrow and resale restrictions as set forth below, the Resulting Issuer Shares to be issued pursuant to the Transaction will generally be “freely tradeable” (other than as a result of any “control block” restrictions which may arise by virtue of the ownership thereof) under Applicable Securities Laws.

The foregoing discussion is only a general overview of certain requirements of Applicable Securities Laws applicable to the resale of Resulting Issuer Shares to be received upon completion of the Transaction. All WGE Shareholders (including subscribers under the Concurrent Private Placement) that receive such securities are urged to consult with counsel to ensure that the resale of their securities complies with Applicable Securities Laws.

Timing of the Transaction

If the Transaction Resolution is approved by the BIRD Shareholders as required and the other conditions precedent to the Transaction specified in the Transaction Agreement are satisfied or waived, BIRD and WGE expect that the Closing will be October 22, 2020, or sooner.

Risk Factors

The Transaction involves a high degree of risk. BIRD Shareholders should carefully consider the risks described in this Circular before making a decision as to whether to vote in favour of the Transaction Resolution in the form set forth as “Appendix A – Resolutions” of this Circular approving the Transaction.

The exploration and development of mineral resources are speculative activities that involve a high degree of financial risk. The risk factors which should be taken into account in assessing the Resulting Issuer and its activities include, but are not necessarily limited to, those set out below. Any one or more of these risks could have a material adverse effect on the business, financial position or operating results of the Resulting Issuer. Additional risks and uncertainties not currently known to the officers and directors of BIRD and WGE may also have a material adverse effect on the Resulting Issuer’s activities and the information set out

below does not purport to be an exhaustive summary of the risks affecting the Resulting Issuer, and are not intended to be presented in any assumed order of priority.

Additional risks and uncertainties not presently known to BIRD or WGE or that BIRD or WGE currently deem immaterial may have a substantial adverse effect on the Resulting Issuer’s business, financial condition, trading performance and prospects.

Early Stage Exploration Activities

WGE is an exploration stage company and cannot give assurance that a commercially viable deposit, or “reserve,” exists in relation to any of its property interests or any other assets, properties or mining licences which it may have (through potential future agreements or acquisitions) an interest. Therefore, determination of the existence of a commercially viable reserve depends on appropriate and sufficient exploration and development work and the evaluation of legal, economic, and environmental factors. If the Resulting Issuer fails to find a commercially viable deposit in relation to any of its proposed investments, its financial condition and results of operations will be materially adversely affected.

Each of the mineral properties in which WGE has an interest are in the early exploration stage and there is no assurance that the Resulting Issuer will be able to advance the properties to development or production.

The Resulting Issuer will conduct due diligence on its prospective material properties to the extent practical prior to acquiring an interest therein, following which the Resulting Issuer may decide not to complete the acquisition. Even if the Resulting Issuer conducts such due diligence and invests in such prospective properties, there is no guarantee that they will not have environmental, title, community relations or other issues which could materially and adversely impact the Resulting Issuer’s rights, business and operations. The Resulting Issuer may not be able to obtain all necessary concessions, licenses, permits and approvals that may be required to carry out exploration or mining at its projects or future projects. Obtaining the necessary governmental concessions, licenses and permits is a complex, time consuming and costly process, which includes extensive local community – including indigenous community (as applicable) – consultations. The duration and success of efforts to obtain concessions, licenses, permits and approvals are contingent upon many variables not within the Resulting Issuer’s control. It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that the Resulting Issuer would not proceed with the development of any of its projects or future projects.

Limited Operating History

WGE is an exploration stage company with no history of profitability, and a limited operating history in the mineral exploration and development business. WGE has no history of producing metals from its current mineral properties. As a result, the Resulting Issuer will be subject to all of the risks associated with establishing new mining operations and business enterprises including: (i) the timing and cost, which can be considerable, of the construction of mining and processing facilities; (ii) the availability and costs of skilled labour and mining equipment (iii) the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; and (iv) the availability of funds to finance construction and development activities.

Funding Needs, Financing Risks and Dilution

WGE has no history of earnings from operations and, due to the nature of WGE’s business, there can be no assurance that the Resulting Issuer will be profitable. Development of the mineral properties will require substantial financing. There is no assurance that such funding will be available to the Resulting Issuer, that it will be obtained on terms favourable to the Resulting Issuer or that it will provide the Resulting Issuer with sufficient funds to meet its objectives, which may adversely affect the Resulting Issuer’s business and financial position. While the Resulting Issuer may generate additional working capital through fund raising or through the sale or joint venture of its mineral properties, there is no assurance that any such funds will

be available. If available, future equity financing may result in substantial dilution to existing shareholders of the Resulting Issuer and reduce the value of their investment.

The Completion of the Transaction Be Delayed Due to Health Epidemics and Other Outbreaks of Communicable Diseases

In December 2019, a novel strain of the coronavirus (COVID-19) emerged in China and the virus has now spread to several other countries, including Canada and the United Kingdom, and infections have been reported globally. The extent to which the coronavirus impacts the ability of the Resulting Issuer to obtain the necessary third party approvals, including the approval by the BIRD Shareholders, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak.

The Impact of the Current Coronavirus (COVID-19) Pandemic May Significantly Impact the Resulting Issuer

The current coronavirus (COVID-19) global health pandemic is significantly impacting the global economy and commodity and financial markets. The full extent and impact of the coronavirus (COVID-19) pandemic is unknown and to date has included extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices (including gold) and has raised the prospect of an extended global recession. As well, as efforts are undertaken to slow the spread of the coronavirus (COVID-19) pandemic, the operation and development of mining projects may be impacted. To date, a number of mining projects have been suspended as cases of coronavirus (COVID-19) have been confirmed, for precautionary purposes or as governments have declared a state of emergency or taken other actions. If the operation or development of one or more of the properties in which Resulting Issuer holds an interest and from which it receives or expects to receive revenue is suspended, it may have a material adverse impact on the Resulting Issuer’s results of operations, financial condition and the trading price of the Resulting Issuer’s securities. The broader impact of coronavirus (COVID-19) pandemic on investors, businesses, the global economy or financial and commodity markets may also have a material adverse impact on the Resulting Issuer’s results of operations, financial conditions and the trading price of the Resulting Issuer’s securities.

The Price of Gold, Silver, Copper and Other Metals Which are Actively Traded on World Commodity Exchanges, is Subject to Significant Volatility

The ability of the Resulting Issuer to develop its properties and the future profitability of the Resulting Issuer is directly related to the market price of gold, silver copper and other metals. Gold, silver, copper and other metals are sold in an active global market and traded on commodity exchanges, such as the LME and the New York Mercantile Exchange. Their prices are subject to significant fluctuations and are affected by many factors, including actual and expected macroeconomic and political conditions, levels of supply and demand, the availability and costs of substitutes, inventory levels, investments by commodity funds and other actions of participants in the commodity markets. Prices for gold, silver, copper and other metals have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Resulting Issuer’s projects cannot be accurately predicted and may be adversely affected by fluctuations in gold and silver, copper and other metals prices.

Mineral Titles

There is no guarantee that title to mineral property interests will not be challenged or impugned and no assurances can be given that there are no title defects affecting the Resulting Issuers mineral properties. The Resulting Issuer’s mineral property interests may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. The Resulting Issuer has not conducted surveys of the claims in which it holds direct or indirect interests; therefore, the precise area and location of such items may be in doubt. There may be valid challenges to the title of the mineral property interests which, if successful, could impair the exploration, development and/or operations of the mineral properties.

Environmental and Safety Regulations and Risks

Environmental laws and regulations may affect the operations of the Resulting Issuer. These laws and regulations set various standards regulating certain aspects of health and environmental quality, including air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety. These laws provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. The permission to operate can be withdrawn temporarily where there is evidence of serious breaches of health and safety standards, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Resulting Issuer for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations. To the extent that the Resulting Issuer becomes subject to environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to the Resulting Issuer and could have a material adverse effect on the Resulting Issuer. The Resulting Issuer intends to minimize risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to applicable environmental standards. There is a risk that environmental laws and regulations may become more onerous, making the Resulting Issuer’s operations more expensive.

Tax

No assurance can be given that new taxation rules will not be enacted or existing rules will not be applied in a manner which could result in the Resulting Issuer being subject to additional taxation or which could otherwise have a material adverse effect on the Resulting Issuer’s results from operations and financial condition.

Liquidity Risk

Liquidity risk is the risk that the Resulting Issuer will not be able to meet its financial obligations as they come due. WGE has not generated revenue or cash flow from its properties. As a result, WGE continues to rely on the issuance of securities or other sources of financing to generate the funds required to develop its properties and for corporate expenditures. During the fiscal years ended December 31, 2019, December 31, 2018 and December 31, 2017, WGE had negative cash flow from operating activities. The Resulting Issuer may likewise experience negative cash flow from operating activities into the future as it continues the exploration and development activities.

Dilution and Future Issuances of Securities

The Resulting Issuer may issue additional securities in the future, which may dilute a securityholder’s holdings in the Resulting Issuer.

Value Assigned to WGE May Not be Indicative of its Fair Market Value

The valuation placed on WGE in connection with the Transaction has been determined by negotiation between WGE and BIRD. Among the factors included in determining valuation were the prospects for WGE’s business, the industry in which it competes and the prospects of developing earnings in the future. The decision of the BIRD Board to approve the Transaction is based on strategic considerations, principally because of the difficulty in ascribing a meaningful value to WGE. There can be no assurance that the number of BIRD Common Shares to be issued to the WGE Shareholders will not, in the fullness of time, prove to be excessive. If the market determines that the number of such BIRD Common Shares is excessive, the market price of the Resulting Issuer Shares will be adversely affected.

Regulatory Approval of the Transaction May Not be Granted

The Exchange may refuse to approve the Qualifying Transaction if, among other things, it has significant concerns about WGE or the Resulting Issuer or if the Resulting Issuer fails to meet the minimum listing

requirements prescribed by the Exchange upon Completion of the Qualifying Transaction. If such Exchange approval is not obtained and if the Qualifying Transaction is not completed, then WGE’s shares will not be exchanged for BIRD Common Shares listed on the Exchange.

Public Market; Possible Volatility of Share Price

There can be no assurance that an active market will develop for the Resulting Issuer Shares or that any such market will be sustained for the Resulting Issuer Shares following the Completion of the Qualifying Transaction. The lack of an active public market could have a material adverse effect on the price of the Resulting Issuer Shares. The market price of a publicly-traded stock is affected by many variables not directly related to the corporate performance of the corporation, including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the Resulting Issuer Shares in the future cannot be predicted.

Conflicts of Interest

Certain of the directors of the Resulting Issuer will also be directors and officers of other companies, some of which may be in the mining sector, and conflicts of interest may arise between their duties as directors of the Resulting Issuer and as officers and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such other procedures and remedies as apply under, the applicable corporate statute.

Forward-Looking Information May Prove to be Inaccurate

BIRD Shareholders should not place undue reliance on forward-looking information. By its nature, forwardlooking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Competition and Key Personnel

The mining industry is intensely competitive in all its phases. There is a high degree of competition for the discovery and acquisition of properties considered to have commercial potential. The Resulting Issuer will have to compete for the acquisition of mineral properties, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees with many companies possessing greater financial resources and technical facilities than the Resulting Issuer. The competition in the mineral exploration and development business could have an adverse effect on the Resulting Issuer’s ability to acquire suitable properties or prospects for mineral exploration and development in the future.

The success of the Resulting Issuer will depend to a large extent upon its ability to retain the services of its senior management and key personnel. The loss of the services of any of these persons could have a materially adverse effect on the Resulting Issuer’s business and prospects. There is no assurance the Resulting Issuer will be able to maintain the services of its directors, officers or other qualified personnel required to operate its business.

Uninsurable Risks

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution, and consequent liability that could have a material adverse impact

on the business, operations and financial performance of the Resulting Issuer. It is not always possible to obtain insurance against all such risks and the Resulting Issuer may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Resulting Issuer’s results of operations and financial condition and could cause a decline in the value of the Resulting Issuer Shares.

Litigation

The Resulting Issuer and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

PART III – INFORMATION CONCERNING THE ISSUER

See “ Appendix B – Information Concerning BIRD” .

PART IV – INFORMATION CONCERNING THE TARGET COMPANY

See “ Appendix C – Information Concerning WGE” .

PART V – INFORMATION CONCERNING THE RESULTING ISSUER

See “ Appendix D – Information Concerning the Resulting Issuer” .

PART VI - GENERAL MATTERS

Sponsorship

Pursuant Policy 2.2, sponsorship is generally required in conjunction with a Change of Business. BIRD has applied for and obtained a waiver from the sponsorship requirement on the basis that: (a) all of the directors and management of the Resulting Issuer are located in either Canada or the United Kingdom; (b) the Knapdale Property will be the principal operating asset of the Resulting Issuer and such Knapdale Property is located in the United Kingdom; (c) the proposed directors and management of the Resulting Issuer meet a high standard and collectively possess appropriate experience, qualifications and history that indicate positive records with junior companies, as evidenced by the growth of such companies, the ability to raise financing, positive corporate governance and regulatory histories, and appropriate technical and other experience with public companies in Canada, the United States or the United Kingdom; and (d) the Resulting Issuer will be a mining issuer, satisfying the Exchange Initial Listing Requirements for a Tier 2 Issuer and has a current Technical Report on the Knapdale Property.

Experts

Interest of Experts

Information regarding the Knapdale Property described in this Circular is derived from the Technical Report, prepared by D. Roy Eccles, M.SC., P. Geo. of APEX Geoscience Ltd. and Douglas Turnbull, B.SC. (Hons), P. Geol of Lakehead Geological Services Inc. Neither Mr. Eccles, Mr. Turnbull nor APEX Geoscience Ltd. or Lakehead Geological Services Inc. beneficially owns, directly or indirectly, any securities of WGE or BIRD. Readers are encouraged to read the Technical Report in its entirety.

any beneficial interest, direct or indirect, in any securities or property of BIRD, WGE or an Associate or Affiliate of the foregoing.

Kenway Mack Slusarchuk Stewart LLP, Chartered Professional Accountants, the auditor of BIRD, are independent of BIRD.

BDO LLP, Chartered Accountants, the auditor of WGE, are independent of WGE.

Expert Reports

There have been no other expert reports prepared to support the recommendation of the board of directors of WGE and BIRD.

Other Material Facts

WGE and BIRD are not aware of any other material facts relating to WGE, BIRD or the Resulting Issuer or to the Transaction that are not disclosed under the preceding items and are necessary in order for this Circular to contain full, true and plain disclosure of all material facts relating to WGE, BIRD and the Resulting Issuer, assuming completion of the Transaction, other than those set forth herein.

Approval of BIRD Board and WGE Board

The contents of this Circular and the appendices attached hereto have been approved by the directors of WGE and BIRD.

CERTIFICATE OF CASSOWARY CAPITAL CORPORATION LIMITED

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of Cassowary Capital Corporation Limited. assuming completion of the Transaction.

DATED September 21, 2020

(signed) “ Stuart Olley ” Stuart Olley, CEO

(signed) “ Gordon Chmilar ” Gordon Chmilar, CFO

ON BEHALF OF THE BOARD OF DIRECTORS OF CASSOWARY CAPITAL CORPORATION LIMITED

(signed) “ Martin Mix ” (signed) “ Guy Lander ” Martin Mix Guy Lander

CERTIFICATE OF WESTERN GOLD EXPLORATION LIMITED

The foregoing as it relates to Western Gold Exploration Limited constitutes full, true and plain disclosure of all material facts relating to the securities of Western Gold Exploration Limited.

DATED September 21, 2020

(signed) “ Ross McLellan ” Ross McLellan, CEO

(signed) “ Jim O’Neill ” Jim O’Neill, CFO

ON BEHALF OF THE BOARD OF DIRECTORS OF WESTERN GOLD EXPLORATION LIMITED

(signed) “ David H.W. (Harry) Dobson ”

David H.W. (Harry) Dobson

(signed) “ Willie McLucas ”

Willie McLucas

APPENDIX A RESOLUTIONS

CONSOLIDATION RESOLUTION

“BE AND IT IS RESOLVED AS A SPECIAL RESOLUTION THAT:

1 The amendment of the articles of Cassowary Capital Corporation Limited (" BIRD ") to provide for the consolidation of the common shares (the " Shares ") of BIRD on the basis of one (1) postconsolidation Share for every two and one-half (2.5) pre-consolidation Shares then issued and outstanding, or such lesser number of pre-consolidation Shares as may be determined by the board of directors of BIRD (the " Board ") or accepted by the TSX Venture Exchange (" TSXV "), is hereby authorized and approved (the " Consolidation "), provided that no fractional Shares will be issued in connection with the Consolidation and, in the event that a holder of Shares would otherwise be entitled to a fractional Common Share upon completion of the Consolidation, such fraction will be rounded to the nearest whole number of a Share.
From and after the effective date of the Consolidation, all outstanding share certificates will thereafter only represent the number of Shares to which the holder is entitled after giving effect to the Consolidation.
Any officer or director of BIRD is hereby authorized to file articles of amendment of BIRD in respect of the Consolidation with the Registrar under the Business Corporations Act (Alberta), no later than the third business day prior to the record date of the next annual general meeting of the shareholders of BIRD, or such earlier date as may be required by the TSXV, and any one officer or director is hereby authorized to prepare, execute and file articles of amendment in order to give effect to this special resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution.
Notwithstanding that this special resolution has been duly passed by the holders of the Shares, the Board is hereby authorized to abandon or revoke the proposed amendment to the articles of BIRD in respect of the Consolidation as contemplated by this special resolution without further approval of, or notice to, the holders of the Shares, should the Board consider it appropriate to do so, in its discretion, at any time prior to the issuance of the certificate of amendment to the articles of BIRD as contemplated herein.
Any one director or officer of BIRD be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution.”

NAME CHANGE RESOLUTION

“BE AND IT IS RESOLVED AS A SPECIAL RESOLUTION THAT:

1 Subject to acceptance by the TSX Venture Exchange (“ TSXV ”), Cassowary Capital Corporation Limited (" BIRD ") is hereby authorized to amend its articles to change the name of BIRD to “Western Gold Exploration Ltd.” or such name as determined by the Board of Directors of BIRD and that is acceptable to TSXV and applicable regulatory authorities.
Any one director or officer of BIRD is authorized and directed on behalf of BIRD to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.

A-1

Notwithstanding that this resolution has been duly passed by the shareholders of BIRD, the Board of Directors of BIRD may revoke this resolution at any time and determine not to proceed with the name change of BIRD as contemplated hereby if such revocation is considered desirable by the Board of Directors of BIRD without further approval of the shareholders of BIRD.”

TRANSACTION RESOLUTION

“BE AND IT IS HEREBY RESOLVED THAT:

1 The transaction (the “ Transaction ”) involving Cassowary Capital Corporation Limited (“ 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 ”) is hereby authorized, approved and adopted.
2
The Transaction Agreement is hereby confirmed, ratified and approved.
3 Notwithstanding that this resolution has been passed by the shareholders of BIRD, the directors of BIRD are hereby authorized and empowered (a) to amend the Transaction Agreement to the extent permitted by the Transaction Agreement; and (b) to decide not to proceed with the Transaction or to otherwise give effect to this resolution at any time prior to the closing of the Transaction, without further notice to or approval of the shareholders of BIRD.
4 Any officer or director of BIRD is hereby authorized and directed for and on behalf of BIRD to execute or cause to be executed, under the seal of BIRD or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the taking of any such act or thing.”

A-2

APPENDIX B INFORMATION CONCERNING BIRD

Corporate Structure

Name and Incorporation

BIRD was incorporated under the name Cassowary Capital Corporation Limited pursuant to the ABCA on January 31, 2018. BIRD is a reporting issuer in the Provinces of Alberta, British Columbia and Ontario. The BIRD Common Shares are listed and posted for trading on the Exchange under the trading symbol “BIRD.P”.

BIRD’s registered and head office is located at 1600, 421 7[th] Avenue SW, Calgary, Alberta, T2P 4A9.

General Development of the Business

History

BIRD completed its IPO of 4,000,000 BIRD Common Shares at a price of $0.10 per BIRD Common Share on September 6, 2018, and the BIRD Common Shares commenced trading on the Exchange on September 12, 2018 under the trading symbol “BIRD.P”.

BIRD realized gross proceeds from the IPO of $400,000. In addition, BIRD granted incentive stock options to its directors and officers to purchase up to 1,400,000 BIRD Common Shares (the “ Initial BIRD Options ”) at a price of $0.10 per BIRD Common Share.

BIRD is a CPC. As a CPC, the principal business of BIRD is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein within twenty-four months of listing on the Exchange. The purpose of such an acquisition is to satisfy the related conditions of a Qualifying Transaction. BIRD has no assets other than cash held in trust. BIRD’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein.

With respect to previous proposed Qualifying Transactions, BIRD entered into a non-binding letter of intent with Lobo Genetics Inc. (" Lobo ") dated November 20, 2018, pursuant to which the parties would complete a transaction that will result in a reverse takeover of BIRD by Lobo. On May 29, 2019, BIRD terminated the letter of intent with Lobo and announced it will no longer be proceeding with the proposed transaction. No deposit or cash advance was made by BIRD to Lobo in connection with that proposed transaction.

Financing

For details of the Concurrent Private Placement, see “ Part II – Proposed Qualifying Transaction – Concurrent Private Placement ”.

Selected Consolidated Financial Information and Management’s Discussion and Analysis

Information from Inception

The following table sets forth selected historical financial information for BIRD for the each of its completed financial years and as at and for the six month period ended June 30, 2020. Such information is derived from the financial statements of BIRD and should be read in conjunction with such financial statements.

B-1

The BIRD 2019 Annual Report and the BIRD 2018 Annual Report, as well as the BIRD 2020 Interim Report, are attached in “ Appendix E – Financial Statements of Cassowary Capital Corporation Limited ” and they have been electronically filed with regulators and are available for viewing through SEDAR at www.sedar.com. The following is a summary of the financial data:

	As at and for the six		Incorporation on January
	month period ended	As at and for the year	31, 2018 to December 31,
Balance Sheet Data	June 30, 2020	ended December 31, 2019	2018
Cash Total Assets Total Liabilities Equity Total Expenses Amounts Deferred in Connection with the Qualifying Transaction	$710,183 $710,183 $17,559 $692,624 $20,117 Nil	$741,214 $741,214 $26,655 $714,559 $44,519 Nil	$772,840 $772,840 $13,762 $759,078 $161,193 Nil

Management’s Discussion and Analysis

The BIRD 2019 Annual MD&A, BIRD 2018 Annual MD&A and the BIRD 2020 Interim MD&A, are attached in “ Appendix F – Management’s Discussion and Analysis of Cassowary Capital Corporation Limited ” and they have been electronically filed with regulators and are available for viewing through SEDAR at www.sedar.com.

Description of the Securities

Securities

BIRD Common Shares

BIRD is authorized to issue an unlimited number of common shares without nominal or par value. As at the date hereof, 14,386,600 BIRD Common Shares are issued and outstanding (including 10,000,100 seed shares under the CPC Escrow Agreement). A total of 1,400,000 BIRD Common Shares are reserved for issuance upon exercise of the Initial BIRD Options. For details on the amount of BIRD Common Shares reserved for issuance in connection with the Transaction, see “ Appendix D – Information Concerning the Resulting Issuer – Pro Forma Consolidated Capitalization ”.

All BIRD Common Shares to be outstanding after Completion of the Qualifying Transaction will be fully paid and non-assessable, post-Consolidation, and will not be subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a shareholder to contribute additional capital.

Escrowed BIRD Common Shares

There are 10,000,100 BIRD Common Shares that are subject to the CPC Escrow Agreement. These shares will be reduced to 4,000,040 BIRD Common Shares following the Consolidation; and will be released from escrow pro-rata to the holders thereof as to ten percent (10%) upon issuance of the Final Exchange Bulletin, with the balance in six equal tranches of fifteen (15%) every six months thereafter over a period of 36 months.

B-2

Agent IPO Option

In connection with its IPO, BIRD granted to the agent on the IPO a non-transferable agent’s option to purchase up to 400,000 BIRD Common Shares at a price of $0.10 per share, with an expiry date of September 13, 2020 (the “ Agent IPO Option ”). On July 28, 2020, the Agent IPO Option was partially exercised to acquire 386,500 BIRD Common Shares. The Agent IPO Option to acquire the remaining 13,500 BIRD Common Shares (pre-Consolidation) expired on September 13, 2020.

Stock Option Plan

The Option Plan provides that the BIRD Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and consultants to BIRD, nontransferable options to purchase BIRD Common Shares, provided that the number of BIRD Common Shares reserved for issuance will not exceed 10% of the issued and outstanding BIRD Common Shares. However, other than in connection with a Qualifying Transaction, during the time that BIRD is a CPC, the aggregate number of BIRD Common Shares issuable upon exercise of all options granted under the Option Plan shall not exceed 10% of the BIRD Common Shares issued and outstanding at the closing of BIRD’s IPO. Such options will be exercisable for a period of up to ten years from the date of grant. In addition, the Option Plan provides that no more than 5% of the issued shares of BIRD will be granted to any individual in any 12 month period; no more than 2% of the issued shares of BIRD will be granted to any one consultant in any 12 month period; and no more than an aggregate of 2% of the issued shares of BIRD will be granted to an employee conducting investor relations activities in any 12 month period. BIRD, as long as it is a CPC, will not grant options to any person providing investor relations activities, promotional or marketmaking services. Options may be exercised the greater of 12 months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee's position with BIRD, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Any BIRD Common Shares acquired pursuant to the exercise of options under the Option Plan prior to Completion of the Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

A total of 1,400,000 Initial BIRD Options were granted in connection with the IPO. As of the date hereof, there are 1,400,000 outstanding Initial BIRD Options to acquire BIRD Common Shares, exercisable at a price of $0.10 per share. In addition, notwithstanding the foregoing, the Initial BIRD Options may be exercised from the later of (i) 12 months after Completion of the Qualifying Transaction, and (ii) 90 days following cessation of the optionee’s position with the Resulting Issuer.

Any BIRD Options granted prior to the issuance of the Final Exchange Bulletin must comply with the Exchange policy, including, without limitation the restriction from granting options prior to the Completion of the Qualifying Transaction to optionees providing investor relations services to BIRD. Lastly, any BIRD Common Shares acquired pursuant to the exercise of BIRD Options prior to the Completion of the Qualifying Transaction, must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

Prior Sales

Since the date of incorporation (June 31, 2018), the following securities of BIRD have been issued:

			Issue Price
		Number of	Per Common	Aggregate	Nature of
Date Issued	Type of Security	Securities	Share	Issue Price	Consideration
January 31, 2018	Common Shares	100(1)	$0.05	$5.00	Cash
April 30, 2018 September 6, 2018	Common Shares Common Shares	10,000,000(1) 4,000,000(2)	$0.05 $0.10	$500,000 $400,000	Cash Cash

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			Issue Price
		Number of	Per Common	Aggregate	Nature of
Date Issued	Type of Security	Securities	Share	Issue Price	Consideration
July 28, 2020 Total	Common Shares -	386,500(3) 14,386,600	$0.10	$38,650 $938,655	Cash

Notes:

(1) These shares were acquired by the directors and officers and founders of BIRD, and are subject to the CPC Escrow Agreement, to be released pro-rata to the holders thereof as to 10% upon issuance of the Final Exchange Bulletin, with the balance in six equal tranches of 15% every six months thereafter over a period of 36 months.

(2) BIRD Common Shares issued pursuant to the IPO. None of these shares were acquired by Non-Arm’s Length Parties to BIRD at the time of acquisition.

(3) These BIRD Common Shares were issued in connection with the exercise of a portion of the Agent IPO Option.

Stock Exchange Price

The BIRD Common Shares have been listed and posted for trading on the Exchange since September 12, 2018. The following table sets out trading information for the BIRD Common Shares for the periods indicated as reported by the Exchange.

Period	High	Low	Trading Volume
May 2020(1) April 2020 March 2020 February 2020 January 2020 October 1, 2019 – December 31, 2019 July 1, 2019 – September 30, 2019 April, 1, 2019 – June 30, 2019(2) January 1, 2019 – March 31, 2019(2) October 1, 2018 – December 31, 2018(2) September 12, 2018 – September 30, 2018	$0.05 $0.05 $0.035 $0.035 $0.035 $0.10 $0.12 N/A N/A $0.13 $0.205	$0.05 $0.005 $0.005 $0.035 $0.02 $0.02 $0.10 N/A N/A $0.105 $0.105	2,000 37,000 15,000 20,100 3,000 20,000 145,000 N/A N/A 166,850 139,000

Notes:

(1) The BIRD Common Shares have been halted from trading since June 1, 2020.

(2) The BIRD Common Shares were halted from trading from November 22, 2018 to May 24, 2019 pending the proposed transaction with Lobo, which was not completed.

Non-Arm’s Length Transactions

Gowling WLG (Canada) LLP, a law firm of which three directors and shareholders of BIRD (Stuart Olley, Gordon Chmilar and Martin Mix) are partners of such law firm, provides legal services to BIRD. During the six months ended June 30, 2020, BIRD incurred expenses of $12,385 (year ended December 31, 2019 - $22,272) related to those legal services received.

The proposed Qualifying Transaction is a Related Party Transaction. Accordingly, the Transaction must be approved by Majority of the Minority Shareholder Approval at the Meeting pursuant to Policy 2.4 in conjunction with Policy 5.9, which incorporates the provisions of MI 61-101. See “ Part II – Proposed Qualifying Transaction – Majority of the Minority Shareholder Approval ”.

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Legal Proceedings

There are no legal proceedings to which BIRD is, or has been, a party or of which any of its property is, or has been, the subject matter. Additionally, to the reasonable knowledge of the management of BIRD, there are no such proceedings contemplated.

Auditor, Transfer Agents and Registrars

Auditor

The auditor of BIRD is Kenway Mack Slusarchuk Stewart LLP, located at Suite 1500, 333 11 Avenue SW, Calgary, Alberta, T2R 1L9.

Transfer Agent and Registrar

The transfer agent and registrar is Alliance Trust, and each register on which transfers of the securities may be recorded is kept at its principal offices in Calgary, Alberta.

Material Contracts

BIRD has not entered into any material contracts, except in the ordinary course, other than:

(a) the Transaction Agreement;
(b) the Agency Agreement dated as of July 30, 2018 between BIRD and the agent, in connection with the IPO;
(c) the CPC Escrow Agreement;
(d) the Option Plan;
(e) the Registrar and Transfer Agency Agreement dated July 17, 2018 between BIRD and Alliance Trust; and
(f) the Subscription Receipt Agreement.

A copy of the foregoing agreements are available for review on SEDAR at www.sedar.com.

On June 1, 2020, BIRD entered into the Letter of Intent for the business combination with WGE pursuant to which BIRD agreed to acquire all of the outstanding shares of WGE or other mutually agreed transaction structure. The proposed business combination was intended to be BIRD’s Qualifying Transaction and is superseded by the Transaction Agreement.

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APPENDIX C INFORMATION CONCERNING WGE

Corporate Structure

Name and Incorporation

WGE was incorporated on December 5, 2016 under the laws of England and Wales pursuant to the Companies Act 2006 as “Charles Thomas Holdings Limited” (Company No. 10510465). WGE was renamed “Western Gold Exploration Limited” on May 2, 2017. WGE is a private limited company, is not a reporting issuer in any jurisdiction, and the WGE Shares are not listed or posted for trading on any stock exchange.

WGE has its registered office at Hyde Park House, 5 Manfred Road, London SW15 2RS and head office located at The Lighthouse, St Abbs Suite, Heugh Road, North Berwick EH39 5PX.

Intercorporate Relationships

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Western Gold Exploration Limited (WGE)
England and Wales
100%
Lorne Resources Ltd.
Scotland
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Lorne Resources is a wholly owned subsidiary of WGE, and the only subsidiary of WGE. Lorne Resources was incorporated on March 14, 2012 under the laws of Scotland pursuant to the Companies Act 2006 (Company No. SC419439).

General Development of the Business

History

WGE is an exploration company focused on exploration, discovery and development of minerals in its mining interests located in Scotland. WGE primarily operates in Scotland through its wholly-owned subsidiary Lorne Resources. WGE acquired Lorne Resources in March 2018, resulting in the acquisition of the Knapdale gold project license (the “ Knapdale Property ”) and the Lagalochan license (the “ Lagalochan Property ”). The Knapdale Property is an early exploration stage project prospective for orogenic quartzgold-silver lodes that comprises three contiguous sub-properties (Stronchullin prospect; Ormsary North and Ormsary South). The Knapdale Property is in the parish of Knapdale South, which is approximately 70 km west of Glasgow. WGE’s current focus is the Knapdale Property and its current plans are to conduct an exploration program targeting historic mines and gold occurrences to develop an initial resource estimate. The Lagalochan Property is considered a copper-gold porphyry prospect for future exploration.

Over the past three financial years, WGE raised funds as follows:

On February 8, 2018 WGE raised £79,999 by private placement of WGE Shares, the proceeds of which were used as working capital.

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On February 8, 2018, WGE entered into two option agreements with Ross McLellan, which were fully exercised on July 6, 2020 resulting in the issuance prior to Closing of 3,500,000 WGE Shares.
On February 8, 2018, WGE entered into two option agreements with Legacy Hill Capital Ltd. (now LHC Mine Finance Limited), one of which was exercised on July 6, 2020 and which will result in the issuance prior to Closing of 2,000,000 WGE Shares. The right to obtain additional WGE Shares under the other option agreement was waived and terminated on July 7, 2020.
On February 9, 2018 WGE raised £200,000 by private placement of WGE Shares, the proceeds of which were used as working capital to complete the acquisition of Lorne.
On March 18, 2018, WGE agreed a warrant instrument with Eurasian Consolidated Minerals Pty Ltd., which was exercised in full on September 3, 2020 and which will result in the issuance prior to Closing of 38,342,875 WGE Shares.
On May 1 & May 10, 2018 WGE raised £599,600 by private placement of WGE Shares, the proceeds of which were used to finance a drilling program on Knapdale.
On May 9, 2019 WGE raised £355,000 by private placement of WGE Shares, the proceeds of which were used as working capital and continuation of a drilling program on Knapdale.
On May 7, 2020 WGE raised £600,500 by private placement of WGE Shares. The planned use of funds includes preparing for a proposed drilling campaign for Knapdale and general corporate uses.

Significant Acquisitions

WGE acquired Lorne Resources on March 22, 2018, resulting in the acquisition of the Knapdale Property and the Lagalochan Property. The consideration paid by WGE to acquire Lorne Resources was the issuance of a warrant instrument to Eurasian Consolidated Minerals Pty Ltd., which was exercised in full on September 3, 2020 and which will result in the issuance prior to Closing of 38,342,875 WGE Shares to Eurasian Consolidated Minerals Pty Ltd. This acquisition of Lorne Resources by WGE was an arm’s length transaction at the time that it was completed.

For introducing WGE to Eurasian Consolidated Minerals Pty Ltd., WGE issued options to acquire WGE Shares to Legacy Hill Capital Ltd. (now LHC Mine Finance Limited). One group of such options were exercised on July 6, 2020 and which will result in the issuance prior to Closing of 2,000,000 WGE Shares. The right to obtain additional WGE Shares under the other option agreement issued to Legacy Hill Capital Ltd. was waived and terminated on July 7, 2020.

Narrative Description of the Business

Knapdale Property

BIRD commissioned the preparation of the Technical Report on the Knapdale Property. The authors of the Technical Report are independent “Qualified Persons” under NI 43-101. The Technical Report is dated effective June 12, 2020 and has been filed on SEDAR at www.sedar.com under BIRD’s profile. Readers are encourages to read the Technical Report in its entirety. The following information concerning the Knapdale Property is derived from the Technical Report:

Property Description and Location

The Knapdale Property is in the parish of Knapdale, and more specifically in the parish of Knapdale South in the district and county of Argyll near the Village of Tarbert, Argyll, Scotland. The Knapdale Property is approximately 70 km west of the City of Glasgow and 50 km south of the Town of Oban in the uplands of

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the west coast of Scotland (see Figure 2.1 below).

Figure 2.1. General location of Cassowary’s Knapdale Property in southwest Scotland. The Knapdale Au-Ag Project occurs in Dalradian Supergroup metasedimentary rocks (highlighted in green).

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To convey the spatial extent and mineral and surface rights of the Knapdale Property, the reader should be aware of the following simplified mineral tenure legislation in Britain:

The rights to non-fuel minerals in Britain, apart from gold and silver, are mainly in private ownership (i.e., landowners).
The mineral rights to gold and silver in most of Britain are mostly owned by the Crown.

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It is possible to have gold and silver mineral rights transferred to the landowner by Crown Charters that consolidate ownership of minerals and land.

The Knapdale Property includes a combination of agreements with landowners of the Ormsary Estate and Stronchullin Estate in Knapdale South (see Figure 4.1 below). Within these landowner areas, WGE (through Lorne Resources) acquired surface access rights and mineral mining rights to 3 contiguous blocks of land, or sub-properties, that collectively define the Knapdale Property. The collective Knapdale Property encompasses a total area of 3,253 ha and is centred at approximately 181,650 m Easting and 675,400 m Northing (OSBG36), or Latitude 55°96.97’ North, Longitude 5°46.36’ West. A description of the Knapdale sub-properties and their respective mineral rights are summarized below and presented spatially in Figure 4.2 below:

Stronchullin sub-property: Surface access rights and gold and base metal mining rights Prospecting Agreements with Stronchullin Estate over an area of 865 ha. The sub-property is centred at approximately 183,900 m Easting and 679,100 m Northing (OSBG36).
Ormsary North sub-property: Surface access rights and gold and base metal mining rights Prospecting Agreements with Ormsary Estate over an area of 709 ha. The sub-property is centred at approximately 182,800 m Easting and 677,200 m Northing (OSBG36).
Ormsary South sub-property: Surface access rights and base metal mining rights Prospecting Agreements with Ormsary Estate over an area of 1,679 ha. The sub-property is centred at approximately 181,650 m Easting and 675,400 m Northing (OSBG36).

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Figure 4.1 Landowners in the Knapdale Property Area.

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Figure 4.2 Summary of Knapdale Property and agreement-specific subproperties. The area of the Knapdale National Scenic Area is also shown.

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Mineral Tenure and Issuer’s Title

The mineral tenure is defined by Prospecting Agreements with individual landowners. The Prospecting Agreements at the Knapdale Property are held by Lorne Resources, a wholly owned subsidiary of WGE, with owners of each of Stronchullin and Ormsary estates, with option to lease (if exercised, giving right to mine and surface access). No surface working is permitted at Stronchullin (with exception of any future vent or emergency access shafts required for safe underground mine development).

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The Ormsary South sub-property includes surface access rights and base metal mining rights agreements. Mining rights to gold and silver at Ormsary South are owned by the Crown.

The Stronchullin and Ormsary North sub-properties includes surface access rights, and base metal and gold and silver mining rights agreements. Gold and silver are included in these agreements because these sub-properties are subject to the Crown Charter 1907 thus consolidating ownership of minerals and land.

The landowners have granted exclusive mineral exploration surface access to Lorne Resources for up to 15 years from 2018. Work commitments are £1.5 million before 29 July 2022 and £3 million in total before 29 July 2024. Prospecting Agreements may be terminated by landowners if the work commitment is not met. The option period under the Prospecting Agreements expires on 28 January 2033.

Royalties

Annual option fee schedules to each of Ormsary and Stronchullin owners is currently £5,000 index linked since 2018, rising to £10,000 index linked in 2023 and £15000 index linked in 2028. If leases are acquired, each landowner is paid:

Certain rent of £40,000 per annum, index linked; and
A royalty of:
a. 2% net realisable value on all base metals, and
b. 1.5% net realisable value of gold and silver, plus a share of any saving in royalty payable to the Crown for gold and silver as presented in Table 4.1 below.

Royalty is payable to the Crown on all gold and silver extracted. This is likely to be 4% of net realisable value, but the amount is not certain due to the archaic nature of the regulating legislation (Mines and Metals Act 1592) and Crown Charter (1907).

There are no back-in rights.

Table 4.1 Royalty payable to the Crown for gold and silver.

Crown Royalty 3.0% or above 2.90% 2.60% 2.45% 2% or less	AdditionalRoyalty Payable
	0 0.05% 0.20% 0.28% 0.50%

Permitting, Environmental Liabilities and Significant Factors

Permitting: Mineral planning and decisions on planning applications are a responsibility of a local authority body designated as the Mineral Planning Authority under the legislation established under the Town and Country Planning Act 1997. Minerals extraction may only take place if the operator has the agreement of the landowner and has obtained both a planning permission from the Mineral Planning Authority and any other permits and approvals.

Mineral working permission will be required from the local planning authority, under a process regulated by legislation. Associated permits and approvals may include:

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Permits relating to surface water, ground water and mining waste, issued by the Scottish Environment Protection Agency (under Scottish legislation related to the EU Water Framework Directive and Mining Waste Directive).
Additional consents, such as relating to diverting and reinstating rights of way or temporary road orders, may need to be obtained. Additional rights of way and land use may need to be secured from landowners or existing tenants.

To date, WGE has not applied for any permits.

Environmental Liabilities: No residual environmental liabilities are known or expected within the Knapdale Property. At present, there are no national, sensitive or scenic areas within the Knapdale Property area. The closest environmentally sensitive area to the project is the Knapdale National Scenic Area, which was established in 1981, is one of 40 national scenic areas in Scotland and has a spatial extent of 32,832 ha (divided into 20,821 ha and 12,011 ha of land- and marine-based areas). The Knapdale National Scenic Area is located to the west of WGE’s Knapdale Property (see Figure 4.2 above).

Other Property-Related Significant Factors: Under the Scottish Crown Estate Act 2019, the Crown Estate Scotland practice in relation to the grant of rights to exploit the Mines Royal has been to grant options to lease, rather than ownership rights. The lease option provides several years to prove the existence of a workable reserve. Lease grants in the Knapdale area are documented in Section 23, Adjacent Properties of the Technical Report. Part of WGE’s Knapdale Property falls within a granted and current Lease Option belonging to SGZ Grampian Limited, a wholly-owned subsidiary of Scotgold Resources Limited (SGZ Grampian: Crown Estate Scotland, 2019). The Crown grant to Scotgold, however, does not affect Au-Ag exploration in the Stronchullin and Ormsary North sub-properties because any such exploration will be subject to the Crown Charter 1907, and no participation is required from Scotgold whether during exploration or lease phase, nor can Scotgold prevent exploration or leasing by Lorne Resources. Furthermore, the Crown’s grant to Scotgold does not entitle surface access for exploration without landowner consent, and Scotgold cannot obtain a Crown lease of the gold unless the surface owner grants access. The landowner has granted exclusive surface access to WGE, for up to 15 years from 2018 (i.e., to 28 January 2033). The Crown grant to Scotgold expires in November 2024.

Lastly, two wind farms are present within the Stronchullin and Ormsary North sub-properties. An agreement with wind farm operators may be required to regulate the wind farm operators’ current rights to not have their operations materially or adversely affected.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Accessibility

The name, Knapdale, is derived from two Gaelic elements: ‘Cnap’ meaning hill and ‘Dall’ meaning field and forms the rural district of Argyll and Bute in the Scottish Highlands. The district is bordered by the Kintyre Peninsula to the south, the Crinan Canal to the north and by sea to the east and west (Loch Fyne and Sound of Jura, respectively). The sea loch of West Loch Tarbert cuts off the area from Kintyre.

The population of Knapdale is 2,836 according to the United Kingdom Census 2001. Most of the people live in Knapdale South (2,435). Places in Knapdale include predominantly small coastal villages of: Achahoish; Achnamara; Ardrishaig; Crinan; Kilberry; Kilmory; and Tayvallich (see Figure 5.1 below). Many of these villages are on the west coast of Knapdale in the Scottish council area of Argyll and Bute.

Much of Knapdale is in the ownership of Forestry and Land Scotland as the Knapdale Forest, planted in the 1930s, covers much of the region. The two largest private estates are located to either side of Loch Caolisport: the Ellary & Lochead Estate which covers 11,183 acres (4,526 ha) acres on the north side of the loch, and the Ormsary Estate, which covers 19,595 acres (7,930 ha) acres on the southern side. The

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Ormsary Estate belongs to the family of Sir William Lithgow, 2nd Baronet of Ormsary and Vice-Chairman of Scottish shipbuilding company Lithgows.

Figure 5.1 Access to the Knapdale Property and local communities.

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The Argyll and Bute council area is one of 32 unitary authority council areas in Scotland and represents the second-largest administrative area of any Scottish council. The administrative centre for the council area is in Lochgilphead, a town and former burgh with a population of around 2,300 people at the end of Loch Gilp (a branch of Loch Fyne) and on the banks of the Crinan Canal. The Knapdale region can be accessed by vehicle from Lochgilphead by taking the B841 toward Crinan, turn left at Bellanoch onto the B8025 toward Tayvallich and into the heart of Knapdale.

The A83 is a major road in the south of Argyll and Bute and runs up the eastern coastline of the area between Tarbert and Lochgilphead; the B8024 also links these two places but does so via a much longer route along the north shore of West Loch Tarbert and the western coast of South Knapdale (see Figure 5.1 above). Most of the western coastline of North Knapdale is accessible by two unclassified roads, although there is a gap between Kilmory and Ellary where the route is not public road. The B8024 through Knapdale forms part of Route 78 of the National Cycle Network. Gravel roads run throughout the Knapdale Property.

The entrance to the Stronchullin Farm is not gated; however, gated access is to the wind farm and hydro installations classified as an Industrial Site under Health and Safety and visitors are required to sign a login book inside the property entrance. The Allt Dearg Wind Turbine Farm, approximately 3 km southwest of Stronchullin, is accessed from the north by a gravel road that runs initially east west along the north side of Stronchullin Burn before turning to the south towards Allt Dearg.

The nearest urban city center is Glasgow, which is the most populous city in Scotland (approximately 612,000 persons) and fourth most populous in the United Kingdom. The wider Glasgow metropolitan area is home to over 1.8 million people equating to approximately 33% of Scotland’s population. Glasgow grew from a small rural settlement on the River Clyde to become the largest seaport in Scotland, and tenth largest by tonnage in Britain. Glasgow has the largest economy in Scotland and has the third highest GDP per capita of any city in the UK (after London and Edinburgh).

Glasgow is located approximately 64 km due east of the Knapdale Property. Travel distance by vehicle from Glasgow to the Knapdale Property takes a longer, northern, land route of approximately 155 km, via the M8 and A82 to A83 in Argyll and Bute Council. International travellers can access the Knapdale Property by flying into the Glasgow International Airport (GLA) and travelling by vehicle to the Knapdale Property. In 2019, the Glasgow International Airport handled 8.8 million passengers making it the second-busiest airport in Scotland after the Edinburgh Airport and ninth-busiest airport in the United Kingdom. There are also several smaller, domestic and private airports around the city. There is a heliport, Glasgow City Heliport, located at Stobcross Quay on the banks of the Clyde.

Site Topography, Elevation and Vegetation

The western coast of Knapdale is deeply indented by two sea lochs, Loch Sween and Loch Caolisport. The highest point within the Knapdale Property is Stob Odhar, at 562 m above sea level (see Figure 5.1 above). Alongside Stob Odhar two other summits within Knapdale are categorised as Marilyns: Cruach Lusach (467 m) and Cnoc Reamhar (265 m), however there are no summits above 600 m in the area.

The Forestry Commission manages three forests within Knapdale: Dunardry Forest; Crinan Forest; and Knapdale Forest. From 2008 to present, Knapdale is home to the Scottish Beaver Trial, a unique partnership project that led to the successful reintroduction of beavers to the UK. The Eurasian beaver was introduced to Knapdale and by 2016 the Scottish Government announced that beavers could remain permanently and were granted protected status as a native species within Scotland. Additional beavers were introduced to the Knapdale area between 2017 and 2020. Other wildlife in Knapdale includes red deer, otter, red squirrel, common seal, and golden eagle.

Climate

As an administrative center, Lochgilphead (see Figure 5.1 above) has climate data recorded at approximately 9 m above sea level that is classified as an oceanic climate (Köppen: Cfb). As with most of

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the West Highlands, there are low sunshine levels and high amounts of rainfall, with around 1,150 sunshine hours and nearly 2,000 mm of rainfall annually.

Glasgow's climate is also classified as oceanic (Köppen Cfb). Winters are cool and overcast, with a January �� lived. The spring months (March to May) are usually mild and pleasant. During the summer months (June to August) the weather can vary considerably from day to day, ranging from relatively cool and wet to quite warm with the odd sunny day. Generally, the weather pattern is unsettled and erratic during these months, with only occasional heatwaves. The warmest month is usually July, with average highs above 20° C. Summer days can occasionally reach up to 27° C, and rarely exceed 30° C. Autumns are generally cool to mild with increasing precipitation. During autumn there can be some settled periods of weather with mild temperatures and some sunny days.

The oceanic climate and minimal number of below freezing temperatures indicate exploration could continue year-round depending on access points, topography and snowfall at higher elevations.

Local Resources and Infrastructure

People in Knapdale are mostly forestry workers, upland sheep farmers and fishermen; however, Scotland has over a century of mining experience. Coal mining was once the major powerhouse of the British economy with more than one million workers in the 1910s and 1920s. At this time, the area around Lanarkshire, Scotland produced around half of Scotland’s coal, with over 200 mines employing over 40% of the Scottish coal workforce – about 65,000 men and women.

Since that time, shifting attitudes toward coal and the emergence of alternative energy sources such as wind and solar have seen coal's role in the energy mix diminish. By 1990, the coal industry still employed some 50,000 people, however from 2016 onward, this figure had been reduced to approximately one thousand workers.

The liquid petroleum and natural gas industry in Aberdeen began with the discovery of significant oil deposits in the North Sea during the mid-20th century. Aberdeen became the centre of Europe's petroleum industry. Despite declining North Sea petroleum reserves, Aberdeen remains a major world center for undersea petroleum technology. The North Sea offshore oil and gas play provides employment for approximately 135,000 workers (Rigzone, 2020).

A super quarry of consistently high quality, durable granite is located at Glensanda, near the Town of Oban on the West Coast of Scotland. The quarry has an annual production capacity in excess of 9 million tonnes and has shipped granite for over 30- years to markets all across Northern Europe. The mine is one of the largest single quarry operations in the world, employing 120 direct workers and supporting a further 300 third- party jobs.

The Foss Baryte Mine in Perthshire was discovered in 1976, developed in the early 1980s and has produced baryte (barium sulphate BaSO4) for 40-years. Baryte production is currently being transferred to the nearby and in-development Duntanlich Mine. The mines provide skilled employment for around 30 people with indirect employment opportunities for local suppliers and contractors in transportation, site maintenance and other support requirements.

Other forms of mining include limestone and dolomite (14 operating quarries in Scotland), oil-shale, fireclay, ironstone and metalliferous mining, including precious-, base- and specialty metals (MacDonald et al., 2003).

Once a dominant export-orientated manufacturing hub (e.g., shipbuilding and other heavy engineering) Glasgow’s economy has gradually become more diversified. Glasgow's economy has seen significant

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relative growth of tertiary sector industries such as financial and business services, communications, biosciences, creative industries, healthcare, higher education, retail and tourism.

History

Historical Exploration (Outside of the Knapdale Property)

The Qualified Persons have been unable to verify the specific mineral deposit and resource information for mines/deposits that occur outside of the Knapdale Property, and therefore, the information is not necessarily indicative to the mineralisation on the Knapdale Property that is the subject of the Technical Report.

Examples of advanced to actively producing gold deposits in orogenic structurally controlled, mesothermal gold-bearing quartz and quartz-sulphide vein systems in Dalradian metasedimentary rocks include the Curraghinalt and Omagh deposits in Northern Ireland. These mines and deposits have historical or current (2014-2018) gold resource estimations and are either actively producing or are considered advanced exploration projects.

Copper dominant base metal sulphide mineralisation has been documented in the south Knapdale Meall Mór around the catchment of Abhainn Srathain and represents one of the larger areas of historical mineral workings. Directly southwest of the Ormsary North sub-property, the Abhainn Srathain deposit was exploited at the end of the 18th century and mid-19th century, and consists of stratiform and discordant copper-rich veins and local chalcopyrite enrichment within a zone of stratiform sulphide mineralisation, or pyritiferous schist, known as the ‘pyrite zone’ in Dalradian Supergroup metasedimentary rocks (Argyll Group; Upper Erins Quartzite Formation).

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Figure 6.1 Spatial relationship between known mineral deposits, the Iapetus Suture Zone and its continental shoulders that formed during the Caledonide-Appalachian Orogen. The Knapdale Property is situated within the Laurentian basement.

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Figure 6.2 Metalliferous mineral projects discovered or developed in Britain since 1965 with the outline of the Grampian Orogeny and Dalradian Supergroup (Colman et al., 2000).

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Historic Exploration (Within the Knapdale Property)

The Knapdale Property contains five historic occurrences, some of which have undergone small-scale historical exploitation (Peach et al., 1911; Gunn et al., 1996). Copper and lead were the principal commodities with minor production of silver recorded. Most of the exploitation focused on surface-exposed quartz veins, but more extensive underground workings include adits and shafts. These occurrences/deposits/historical adits are presented on Figure 6.8 below and summarized in the following points, the number of which corresponds with those labelled on Figure 6.8.

Stronchullin – Gold concentrations in lead-rich sulphide ore was documented at the long-since abandoned mines of Stronchullin. Production figures at Stronchullin are unknown but Gunn et al. (1996) document that historical records and observations of the small-scale excavation and soil heaps suggest the excavation material was of high grade and low tonnage. Dumps of spoil material are still present at Stronchullin. It is estimated that the dumps consist of about 2000 tonnes of mainly vein material.

The main Stronchullin quartz lode was mined by a 25 m long open cut to a depth of 6 m. Its northern extension has been investigated via several short adits on the banks of Stronchullin Burn indicating continuity over 150 – 200 m strike length. A winze was developed on the main vein north of the open cut and an east-west pit was excavated to examine the footwall and hanging wall stockwork zones.

Exposures indicate a quartz vein trending 010o, dipping 70 – 75o west and 0.5 – 1.5 m wide. The vein braids along strike incorporating horses of silicified and sericitized Upper Erins Quartzite Formation.

Allt Dearg – A small copper occurrence approximately 2.8 km southwest of Stronchullin, that includes up to 1.5 ppm Au, 520 ppm Ag and 17% Cu. The mineralization occurs in a 1 m wide quartz-carbonate-chalcopyrite-galena vein in silicified and sericitized mica schist. Historic mine workings include a 20 m excavation and an adit developed for approximately 8 m.
Srondoire – A former working with unknown mineralogy. The authors have been unable to locate any additional detail on this occurrence.
An unconfirmed occurrence of trace pyrite and galena associated with elevated levels of Au and Ag occur approximately 220 m southeast of Srondoire.
Coire Mhaim – A vein with abundant specks of chalcopyrite and sphalerite was observed (Gunn et al., 1996).

Some of the historical mine workings in the Knapdale Property area (Stronchullin) date back to the late 1790s when the area was accessibly only by sea (e.g., South Argyle Mining Company; Freeman, 1983; Arx, 1995).

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Figure 6.8 Geological Map of the Knapdale Area with historic exploitation sites.

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There are no known mineral resource estimations for these historical deposits and the authors and issuers are not regarding historical production as an illustration of the status of the occurrences/deposits in the Knapdale Property. Rather, the Knapdale Property is an early stage exploration project.

The Knapdale Property’s ‘modern’ era of historical exploration benefited from the work of Noranda-Kerr Ltd.’s 1972 geochemical surveys in vicinity of Abhainn Strathainn copper mine and two British Geological Survey Mineral Reconnaissance Program reports that documented the mineral potential of the Knapdale Property (published in 1978 and 1996). The Survey work includes mineral occurrence and deposit information, deposit models, regional geochemical drainage (stream sediment and panned concentrate samples), lithogeochemical and mineralogical rock studies, ground geophysical surveys and lineation analysis.

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The Government Survey reports documented that the highest gold mineralisation within the Knapdale Property occurs at the historic Stronchullin Mine dumps with rock grab samples up to 22 ppm gold. The Stronchullin mineralisation was associated with high arsenic, antimony, copper, lead, zinc, barium, and elevated gold/silver ratios. In addition to gold, copper mineralisation was documented at Gossan Burn, which is located within the Knapdale Property approximately 2 km north of Abhainn Strathainn.

Geology Setting

The Knapdale Property is situated within the mid-Neoproterozoic to Early Palaeozoic Dalradian Supergroup, which is comprised of largely clastic sedimentary rocks with notable carbonate and volcanic units. The entire Dalradian rock package has been deformed and metamorphosed to varying degrees during the mid-Ordovician Grampian event of the Caledonian Orogeny. The Dalradian Supergroup is divided into lower Cryogenian Grampian and Appin groups and two higher Ediacaran to Middle Cambrian groups known as the Argyll and Southern Highland groups. The Argyll Group, which is the focus of this Technical Report, is subdivided from stratigraphic base to top by the Easdale, Crinan and Tayvallich subgroups.

The bedrock geology in the Knapdale Property comprises middle Argyll Group rock sequences of the Easdale and Crinan subgroups that form the apex of the Ardrishaig Anticline. At the Knapdale Property and on the southeastern limb of the Ardrishaig Anticline, the diachronous, Lower Erins Quartzite replaces the upper part of the Ardrishaig Phyllite (both units of the Easdale Subgroup), which in turn is overlain by the Upper Erins Quartzite (Crinan Subgroup). The Lower and Upper Erins Quartzite formations represent a critical stratigraphic boundary within the anticline as the two units are separated by the Stronchullin Phyllite (Easdale Subgroup). The stratigraphy is inverted and generally dips moderately 40[º ] to 60[º ] to the northwest. The interaction of these rheological contrasting rock types, together with structurally complex strata, form a high-strain zone for the development of quartz veins that crop out at several locations within the Knapdale Property.

Exploration

WGE has acquired the rights to all data associated with Lorne Resources 2014- 2018 exploration programs at the Knapdale Property. The exploration work and database detail multiple deep till/soil, stream-sediment, panned concentrate, rock grab and trench rock sample surveys (n=1,059 total samples), a water monitoring program and a 2017- 2018 drill program that drilled 10 drillholes. Collectively, the drill program intersected and cored a total of 1,216.0 m that include 751.5 m at the Stronchullin and 464.5 m at the Ormsary North sub-properties (Stronchullin and Allt Dearg prospects, respectively).

Based on the 2014-2016 exploration work, the strongest gold mineralisation occurs in the northern portion of the Knapdale Property at Stronchullin and Allt Dearg as defined by strong multi-element chalcophile element associations. At Stronchullin, a panned concentrate sample PC843452 from the Gleann da Leirg stream yielded: 4 grains of visible gold, 86.2 ppm Au, 16.2 ppm Ag, 96.9 ppm As, 5.7 ppm Bi, 13.1 ppm Sb, 0.26 ppm W and 1.1 ppm Hg. The Au-Ag-As-Bi-Sb anomaly covers an area of approximately 15 km[2] . Rock samples from the Stronchullin mine dumps yielded up to 66.4 g/t Au and 17.9 ppm Ag (sample RC843133) from a massive white, coarse crystalline quartz vein with silica-sericite altered schist slivers, <5% galena, <10% sphalerite, <1% disseminated chalcopyrite and arsenopyrite, and <1% pyrite.

At Allt Dearg, 2 panned concentrate samples contained visible gold and >10% sulphide. Panned concentrate samples PC843396 yielded: 57.1 ppm Au, 26.2 ppm Ag, 40.3 ppm As, 19.8 ppm Bi, 6.9 ppm Sb, 0.26 ppm W and 0.9 ppm Hg. Rock chip sampling of new road cuttings west of the Allt Dearg stream yielded anomalous values of Au-Ag- Cu-Pb-Zn-As from swarms of narrow (<0.5 m) quartz-sulphide veinlets. The veins occur in psammite and are accompanied by sericite-silica alteration and approximately 10%15% sulphide mineralisation.

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The Gossan Burn prospect is characterized by a well-defined base of till (top of bedrock) anomaly with gold values between 63-134 ppb Au and up to 584 ppb Au. Copper mineralisation is evident in intensely hematite-silica-altered sericite schist host rocks with chalcocite, chalcopyrite, malachite and rare azurite. Two rock grab samples yielded: 40% Cu and 18.8 g/t Ag; and 27.7% Cu, 14.4 g/t Ag.

The 2017-2018 exploration work includes geochemical surveys (stream sediment panned concentrate, rock grab and trench channel samples) and a 10-hole drill program. A single panned concentrate sample collected approximately 650 m due east of the historic Stronchullin mine workings yielded 1,190 ppb Au. Assay highlights from the prospecting rock chip sampling program (n=65 samples) include a sample with up to 230 ppm Au and 181 ppm Ag, another sample with 7,410 ppm Cu and demonstrated anomalous gold values approximately 1 km south-southwest of the historic Stronchullin gold mine. At Stronchullin, trench channel samples yielded analytical results of 257 ppb Au and 0.16 ppb Ag, and 217 ppb Au and 0.2 ppb Ag.

Drill core sampling averaged 1 m intervals and was selectively focused on obvious sulphide-bearing quartz veining and directly adjacent wall rock where alteration was visible (mostly silicification, sericite, chlorite, and carbonate). A total of 261 core samples were collected for assaying. The reported mineralised intervals represent down hole measurements are not estimated true widths. The general vein system strikes roughly north-south and dips 70°-80° to the west. Drilling was oriented and inclined such that veins were intersected at angles ranging from 45° to 60° to core axis. Additional geotechnical work is required to determine true widths of the assay values.

At Stronchullin (n= 189 core samples), 9 samples returned gold grades over 2.5 g/t Au and 6 samples returned grades greater than 5 g/t Au. Selected assay results (down hole widths) include:

Drillhole SD17-1: 13.70 g/t Au and 5.21 g/t Ag over 0.50 m.
Drillhole SD17-2: 13.30 g/t Au and 32.00 g/t Au over 1.05 m.
Drillhole SD17-3: 41.80 g/t Au and 262.00 g/t Ag over 0.55 m.
Drillhole SD17-6: 9.52 g/t Au and 3.86 g/t Ag over 0.90 m.

All high-grade gold and silver intervals were associated with sulphide-bearing quartz veins. Other highlights include:

Hole SD17-2 intersected a quartz-sulphide stringer zone toward the end of the drillhole that may indicate additional mineralisation at further depths in host rocks within the favourable Upper Erins Quartzite Formation strata.
Hole SD17-3 intersected a strongly developed main quartz-sulphide lode hosted by the Upper Erins Quartzite Formation with a high-grade quartz-chalcopyrite- pyrite vein encountered at approximately 3 m into the footwall. The veins diminish within the underlying Stronchullin Phyllite Formation but may potentially redevelop within Upper Erins Quartzite Formation at depth.

With respect to the Ormsary drill program, due to snow cover on steep slopes, the drilling program was limited to 3 drillholes (of the 6 proposed) on second priority targets. That is, the historic copper-silver-gold mine at Allt Dearg East could not be safely accessed during this program.

Mineralization

The mineralisation at the Knapdale Property occurs in deposit types characterized as orogenic vein-type mineralisation and stratiform sulphide-type mineralisation. The structurally controlled orogenic quartz veins comprise either single veins with considerable vertical and strike continuity or occur as zones of

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stringers/veinlets and as possible suites of en-echelon veins of more limited extent. Vein-style gold mineralisation is typified in the Knapdale Property at the Stronchullin and Allt Dearg prospects (Stronchullin and Ormsary North sub-properties).

Bedrock exposures of mineralised quartz veins are generally extensively leached with only minor visible sulphide and the development of limonite coated vughs after weathered sulphides. The auriferous quartz veins contain approximately 2-3% sulphide but vary locally from being barren to having more than 10% modal sulphide abundance. Sulphide abundance and types vary from prospect to prospect within the Knapdale Property, but generally, the most common sulphides include pyrite, galena and chalcopyrite. Chalcopyrite is dominant at Allt Dearg prospect with some samples having >10% Cu. Sphalerite is restricted to the vicinity of the old Stronchullin mine. Pyrite is very abundant in the southern portions of the Stronchullin vein system being the dominant sulphide with minor chalcopyrite and galena and is related to the highest reported grade 230 g/t Au in sample RC844459. The Au-Ag-Cu mineralisation is characterized by high levels of lead, zinc, arsenic and antimony with elevated gold/silver ratios. Bismuth is characteristic of Allt Dearg prospect and southern part of Stronchullin vein.

The auriferous veins can exhibit considerable variation in grade along strike and in the sub-surface and are believed to record a complex history of repeated fluid mobilization along the ore-controlling structures that result in multiple phases of brecciation, recrystallisation and veining. The gold-silver quartz veins occur within upper greenschist facies conditions during the Grampian event of the Caledonian Orogeny and are outboard of the garnet isograd and structurally overlie the pyrite horizon.

Stratiform, disseminated pyrite mineralisation, such as at Gossan Burn (Ormsary North sub-property), typically comprise copper mineralisation (plus cobalt and silver and minor lead-zinc) in intensely hematitesilica-altered sericite schist host rocks with chalcocite, chalcopyrite, malachite, and very rare azurite (locally chalcanthite after chalcocite). At Meall Mór–Abhainn Strathainn, the Erins Quartzite Formation, comprises a pyritic zone with coarse, blebby chalcopyrite and other sulphide.

Low to medium grade gold enrichment has been identified in association with discordant copper vein mineralisation in the Meall Mór area, in the vicinity of the former mine workings at Abhainn Strathainn. The mineralisation is distinguished by high contents of copper, barium, zinc and silver and low levels of arsenic, antimony, bismuth, and lead.

Stronchullin Gold Prospect

The Stronchullin Gold prospect covers a north-northeast to south-southwest trending gold and base metal mineralised, shear hosted, vein system (vein-hosting structure). The vein hosting structure can be traced in outcrop and float for 1.8 km from Stronchullin Burn (river), south past the historic Stronchullin Mine and drillholes SD17-1,1a 2, 3 and 5, along a gravel road and various road cuts leading south to the Upper Gleann da Leirg area where drillholes SD17-4 and 6 were completed, approximately 900 m southsouthwest of the historical Stronchullin workings.

The historical Stronchullin Mine is located less than 100 m south of the Stronchullin Burn (river) and is described as a 25 m long, 6 m deep north-south open cut. At the time of the field visit, the open cut was flooded, but the dimensions were consistent with the description provided. Vegetated waste dumps are accessible on either side of the open cut with abundant waste material that consisted of blasted, vuggy oxidized quartz vein material and altered psammitic quartzite and micaceous wall rock.

The vein hosting structure at the Stronchullin Gold prospect is comprised of either single veins with considerable vertical and strike continuity or as suites of en-echelon veins of more limited extent. The vein hosting structure and veins cross-cut bedding and schistosity in the dominantly psammitic Upper Erins Quartzite Formation and the underlying Stronchullin Phyllite Formation. The Stronchullin vein system is bisected and possibly offset by a late post-mineralization north-south fault/shear zone and tertiary dolerite dyke that has intruded along this fault structure, approximately 450 m southwest of the historical Stronchullin Mine workings.

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Numerous shallow adits occur approximately 100 m north of the historical Stronchullin Mine site on trend with the main Stronchullin vein and at lower elevations, along the banks of the Stronchullin Burn.

Northern Allt Dearg

The northern end of the Allt Dearg area, site of Drillhole OD17-1, was collared in a rock quarry approximately 2 km south-west of Stronchullin. The area is accessed from the north by a gravel road that runs initially east-west along the north side of Stronchullin Burn before turning to the south towards Allt Dearg. During the drive to the Allt Dearg Windfarm the site tour visited and sampled a long, south facing road cut north of Stronchullin Burn that exposed a large section of stratigraphy on trend with the Stronchullin vein system south of Stronchullin Burn. The northeast trending contact between the Upper Erins Quartzite and the Stronchullin Phyllite was observed.

The Stronchullin Phyllite Formation is highly weathered, foliated with a well-developed crenulation cleavage, localized folding of the bedding and outcrop scale, low angle reverse faults, consistent with the region’s complex deformation history. There were numerous pinching and swelling micaceous bands which crosscut the foliation and bedding within Quartzite and Phyllite. Many of these micaceous bands contained various amount of narrow, sulphide bearing quartz veins.

Drilling

Priority Drilling Ltd. of Loughrea, Co. Galway, Ireland was commissioned to conduct the drilling at the Knapdale Property using a Marooka tractor mounted Atlas Copco CS14 drill rig. The upper 24-30 m of the drillholes was cored at PQ size (122.60 mm diameter) and reduced to HQ size (96.00 mm diameter) through to a designed depth of 75-150 m with the PQ drill string acting as casing for the HQ drill string. Digital downhole surveys utilized a ReFlex EZ-Trac multi-shot survey tool with downhole surveys measured every 3 m. Overall core recovery of the quartzite-dominated lithology was excellent averaging 96.3% recover on 710 geotechnical measurements.

The drill program was completed between 15 November 2017 and 2 February 2018. A total of 10 inclined diamond drillholes were completed at two separate Knapdale Property target locations: Stronchullin and Allt Dearg prospects in the Stronchullin and Ormsary North sub-properties. The program originally called for 13 drillholes but the program was cut short due to weather and ground conditions during the Allt Dearg portion of the program. Collectively, the drill program intersected and cored a total of 1,216.0 m that included 751.5 m at Stronchullin and 464.5 m at Ormsary North.

The purpose of the program was to test the continuity and grade of historically defined high-grade Au-Ag ore-veins in the vicinity of the Stronchullin Mine deposit and to test Au- Ag-Cu vein mineralisation at the Allt Dearg prospect. The main portion of the drill program was concentrated over a 500 m strike extension of the main lode structure in the vicinity of the historic Stronchullin mine workings.

A total of 261 core samples were collected for assaying. At this early stage exploration project, core sampling was selective and focused on obvious sulphide-bearing quartz veining and the adjacent wallrock where alteration (mostly silicification, sericite, chlorite and carbonate) was visible. In some cases, quartz, sulphide stringer zones as encountered in the hanging wall to the quartz vein intersected in hole SD17-2 were sampled, but a lower, footwall quartz-carbonate-base metal stringer zone was not sampled. Where Lorne Resources sampled quartz veins, they have included some amount of wallrock.

For example, at Stronchullin, 7 drillholes totaling 751.5m of drilling have been completed on the Stronchullin vein system between the original Stronchullin open cut in the north and holes SD17-4 and SD17-6 to the south. A total of 189 split core samples were collected and submitted for analyses. This represents a cumulative total of 255 m of core sampled or 34% of the total length drilled.

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All assays were conducted on split core sample intervals that average 1 m in length. Upon review of the data it was concluded that there were no drilling, sampling or recovery factors that could materially impact the accuracy and reliability of the results.

Reported mineralised intervals are not true widths. For example, around drillholes SD17-1, SD17-2, SD173, and the Stronchullin Mine, the main Stronchullin vein and general vein system strikes roughly north-south and dips 70°-80° to the west. Drilling was oriented and inclined such that veins were intersected at angles ranging from 45° to 60° to core axis.

The quartz veins are generally emplaced along tensional fracture/fault zones within the quartzites and quartz-mica schist wall rocks. There is also evidence for possible en-echelon vein development.
At Stronchullin (n= 189 core samples), 9 samples returned gold grades over 2.5 g/t Au and 6 samples returned grades greater than 5 g/t Au. All the high-grade intervals are associated with sulphide-bearing quartz veins.
The quartz veins braid and horsetail at significant flexures in the lode structures and are strongly developed in massive Upper Erins Quartzite Formation (rather than the underlying Stronchullin Phyllite Formation). Development of discrete Au- Ag mineralisation is manifested by strong quartzchalcopyrite-galena-sphalerite- arsenopyrite-stibnite associations as encountered in hole SD17-2. Hole SD17-2 intersected a quartz-sulphide stringer zone toward the end of the hole which may indicate proximity to a deeper quartz lode hosted within the Upper Erins Quartzite Formation. The main Stronchullin lode flexes just north of the SD17-2 drill section where the strike changes from Azimuth 005° to 025°.
Hole SD17-3 intersected a strongly developed main quartz-sulphide lode hosted by the Upper Erins Quartzite Formation with a high-grade quartz-chalcopyrite- pyrite vein encountered at approximately 3 m into the footwall. The veins diminish within the underlying Stronchullin Phyllite Formation but are expected to potentially redevelop within Upper Erins Quartzite Formation at depth.
Arsenic and antimony are generally reliable indicators of gold mineralisation with values in the range 100-4000 ppm As and 200-2500 ppm Sb within quartz veins whereas copper, lead and zinc appear to be zoned and elevated veins.
Two drillholes were also completed approximately 900 m south-southwest of the Stronchullin gold mine. The holes targeted high grade quartz-gold- base metal veins hosted within the Stronchullin Phyllite Formation that assay to 1.5 m at 25.2 g/t Au and 84.7 g/t Ag and are interpreted to represent the southern extension of the Stronchullin vein system. The veins are truncated by a Tertiary dolerite dyke that intruded along a pre-existing shear zone and may also have controlled vein emplacement. Holes SD17-4 and SD17-6 confirm the continuity of a braided quartz-gold-base metal lode structure that is inferred to be the southern extension of the Stronchullin lode. It is anticipated that the quartz veins could potentially be strongly developed within the Upper Erins Quartzite Formation that underlies the Stronchullin Phyllite Formation at this locality. It is encouraging that an increase in quartz-sulphide stringer development was noted within psammite toward the base of hole SD17-6 which may be indicative of proximity to a deeper lode structure.

With respect to the Ormsary North (Allt Dearg) drill program, the drilling program was limited to 3 drillholes (of the 6 proposed) due to snow cover on steep slopes. The completed drillholes (OD17-1, OD17-3 and OD17-5) were representative of second priority targets. To reiterate, the area of the historic coppersilver-gold mine at Allt Dearg East could not be safely accessed during the winter drill program.

From the reduced-scope Allt Dearg program, several quartz-sulphide veins were intersected in holes SD17- 3 and SD17-5, gold values were uniformly <0.1 g/t Au. Drillhole OD17-5 yielded between 152.5 and

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270.0 ppm Cu over an interval of 5.8 m. The copper interval occurs in dark grey highly foliated biotite schist with quartzite interbeds and silicified grey-mica schist with quartzite interbeds. The mineralisation included disseminated pyrite, pyrrhotite and chalcopyrite.

Additional ground and/or geophysical geological exploration work is proposed prior to undertaking further drilling based solely on the till geochemical anomalies.

Sampling and Analysis and Security of Samples

The Knapdale Property can be effectively explored using geophysical surveys, by prospecting and applying multi-element geochemical surveys, and finally drilling. Both orogenic gold and Besshi-type massive sulphide deposits are structurally controlled, sulphide-rich deposit styles. Therefore, methods such as detailed geological mapping in accordance with geophysical surveys such as time-domain electromagnetic and magnetic surveys are useful tools to identify potential structures that could host a deposit.

Stream sediment surveys are well documented given the well-developed dendritic drainage network. For example, at the Knapdale Property, drainage sampling has delineated a 15 km2 area of anomalous Au-AgAs-Bi-Cu-Pb-Sb geochemistry extending south-southwest from Stronchullin Mine to Coire Odhar, southeast towards Artilligan Burn or west to Cruach a’ Phubuil ridge. Within the broad anomalous zone, two cohesive, contiguous, high priority anomalies have been defined at Allt Dearg, and Stronchullin. Additional anomalies occur at Eas Coire Odhar and Gossan Burn. Defined exploration targets are then drill tested to delineate the extent and grade of the occurrence/deposit toward a potential mineral resource classification.

Security

Security measures were taken to ensure the validity and integrity of rock/core/sediment/soil samples by Lorne Resources. Lorne Resources did this by transporting all geochemical deep till/soil, stream-sediment, and rock samples – which were bagged, tied, and labelled at the time of sampling – to their East Kames core yard. Here the samples were counted and verified against the field geologist’s field notes and exploration program database.

Sample allotments were then transported directly from East Kames storage facility to OMAC Laboratories Limited in Galway, Ireland (ALS Loughrea) for geochemical analysis.

The drill core was logged, sawn and sampled at Lorne Resources East Kames core yard. QA-QC samples were inserted randomly into the sample stream. The bagged, tied and labelled core samples were transported directly from East Kames to OMAC Laboratories Limited in Galway, Ireland (ALS Loughrea) for geochemical analysis.

Mineral Resources Estimates

The Knapdale Property is an early stage exploration project and WGE has yet to conduct mineral resource modelling and/or resource estimation work.

Summary Results and Conclusions

The Knapdale Property is considered prospective for the discovery of orogenic style gold mineralisation and stratabound massive sulphide deposits. The Au-Ag (and Cu) mineralisation is hosted within the Neoproterozoic Dalradian Supergroup metasedimentary rocks and associated with Caledonide orogenesis tectonostructural events.

The Knapdale Property and geology has several observed characteristics that appear to be important controls on the development of the gold-silver mineralisation in the southwest Grampian Highlands of Scotland as follows:

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Auriferous quartz lodes are generally hosted by Neo-Proterozoic Dalradian Supergroup metasedimentary rocks with host rocks associated with Argyll Group Easdale and Crinan subgroups.
Competency contrasts at the boundary between the phyllite and schist of the Easdale Subgoup and stratigraphically overlying but structurally underlying Crinan Subgroup quartzite marks a favourable zone for quartz vein development.
The quartz lodes are developed within the inverted southeast limb of the recumbent D1-D2 Ardrishaig Anticline where secondary D3-D4 fold structures such as the Tarbert monoform are superposed on the earlier fold structures.
The interaction of these rheological contrasting rock types, together with structurally complex steeply dipping strata, form a high-strain zone for the emplacement of mineralised quartz veins that crop out at several locations within the Knapdale Property.
The auriferous quartz veins are situated within metasedimentary rocks of upper greenschist metamorphic grade and the strata are situated between the biotite and garnet metamorphic isograds.
Reducing rocks such as the Stronchullin Phyllite and St Catherine’s Black Shale units within the Easdale Subgroup may be create favourable redox environments for the precipitation of metals mobilized during repeated structural events.

The Dalradian Argyll Group lithologies in the southwestern Scotland and Northern Ireland are known to host occurrences that may be classified as orogenic gold-bearing vein, Besshi style massive sulphide and sedimentary-exhalative style deposits.

Early stage exploration and prospecting work at the Knapdale Property has identified auriferous quartz veins and quartz stringer zones that are generally emplaced along tensional fracture/fault zones within the quartzite and quartz-mica schist wall rocks and at the contact between the Upper Erins Quartzite and the Stronchullin Phyllite. The veining tends to horsetail at significant flexure points that correlate with, for example, undulations/folds within the contact zone of the units. There is also evidence for possible enechelon vein development. The higher-grade Au-Ag mineralisation (>10 g/t Au) is invariably associated with quartz veins that contain approximately 2-3% sulphide and locally up to more than 10% sulphide. The most common sulphides are pyrite, galena, chalcopyrite, and locally, sphalerite.

Copper dominant, stratiform, disseminated pyrite mineralisation is documented in the eastern portion of the Knapdale Property within intensely hematite-silica-altered sericite schist host rocks with chalcocite, chalcopyrite, malachite and rare azurite. This mineralisation is associated with stratiform and discordant copper-rich veins and local chalcopyrite enrichment within the pyrite belt, an elongated zone of weak stratiform sulphide mineralisation in Dalradian Supergroup (Argyll Group) metasedimentary rocks.

There are currently 4 known primary areas of interest at the Knapdale Property. These include:

Au-Ag-Cu orogenic quartz vein occurrences at Stronchullin (Stronchullin sub- property),
Allt Dearg (Ormsary North sub-property) and
Coire Odhar (Ormsary South sub-property); and
Stratiform Cu-Co-Ag-Zn at Gossan Burn (Ormsary North sub-property).

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Recommendations

The historical, and Lorne Resources 2014-2018 geological and analytical results presented in this Technical Report show that the Knapdale Property is a property of merit for the discovery of orogenic and stratiform massive sulphide Au-Ag-Cu deposits and requires further exploration. It is recommended that the Knapdale Property be advanced through a Two-Phase exploration program:

Phase 1 work program that includes base of till/deep overburden geochemical sampling surveys, a ground geophysical orientation and target delineation survey, and a 14-hole diamond drill program at the Stronchullin prospect.
Phase 2 work program that includes additional deep-delineation and infill drilling at Stronchullin, and exploratory drilling at the Allt Dearg and Gossan Burn prospects.

The total cost of the recommended exploration work is estimated at CDN$2.76 million; with a 10% contingency, the total cost estimate is CDN$3.03 million (see Table 1.1 below). The cost of the Phase 1 work is estimated to cost CDN$796,000. Phase 2 work is dependent on the positive results of the Phase 1 work.

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Table 1.1 Summary of exploration work recommendations to advance the Knapdale Property with preliminary cost estimates.

Phase	Prospect	Item	Description	Cost $CDN	Cost £
Phase 1	Multiple Knapdale prospects Multiple Knapdale prospects Stronchullin	Deep till/soil sampling program Geophysical ground surveys Diamond drill program (1st phase)	A deep soil/overburden sampling survey over the interpreted 1,800 m strike-length of the Stronchullin vein system (approximately 350 samples) and to extend the Gossan Burn soil grid (approximately 250 samples) Orientation and exploratory ground magnetic and HLEM geophysical surveys to test known occurrences and delineate new drill targets. Approximately 60 line- kilometres Fourteen drillholes totalling approximately 1,500 m. Exploratory and infill program to follow-up on the 2017- 2018 drill program	$66,000 $55,000 $675,000	£38,372.09 £31,976.74 £392,441.86
Phase 2	Stronchullin Allt Dearg Gossan Burn Multiple Knapdale prospects	Diamond drill program (2nd phase) Diamond drill program Diamond drill program Technical Reports	Fifteen drillholes totalling approximately 3,000 m. Deep stratigraphy testing and infill drilling toward a potential resource estimation Four exploratory drillholes totalling approximately 250 m Six to eight exploratory drillholes totalling approximately 1,000 m Technical Reports that may include a Qualified Person Site inspection, 3-D geological modelling a maiden inferred resource estimation(s)	$1,350,000 $112,500 $450,000 $46,000	£784,883.72 £65,406.98 £261,627.91 £26,744.19
Sub-total (Phase 1) Sub-total (Phase 2) Sub-total (Phase 1 and Phase 2) Contingency (10%) Total estimated exploration work cost				$796,000 $1,958,500 $2,754,500 $275,450	£462,790.70 £1,138,662.79 £1,601,453.49 £160,145.35
				$3,029,950	£1,761,598.84

Conversion rate is based on the one-year average of 1.72 Canadian Dollar equals 1 Pound Sterling.

Lagalochan Property

The Lagalochan Property is an early stage exploration stage copper-gold porphyry prospect located 3km east of Kilmelford, Scotland. The mineral rights extend to base metal exploration rights over 1590 hectares, with right to lease gold exploration rights over 188 km[2] , with conditional right to lease. WGE conducted a drilling exploration program beginning in the second-half of 2018 and finishing in early 2019. WGE compared the results of the Lagalochan Property exploration program and other related factors with the Knapdale Property, and determined that the near-term exploration prospects for the Knapdale Property would improve WGE’s growth and financing opportunities. Consequently, the Lagalochan Property will be maintained as a future exploration prospect, while WGE advances the Knapdale Property. The Lagalochan Property license requires annual payments related to access agreements and rights of currently £24,000

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(indexed linked) each July; £10,000 each May and £5,000 each August. No exploration work on the site is presently planned in the next 12 to 24 months while WGE focusses on the Knapdale Property.

Selected Consolidated Financial Information and Management’s Discussion and Analysis

Annual Information

The following table sets forth selected financial information of WGE for the last three completed financial years and as at and for the sixth month period ended June 30, 2020. This financial information has been prepared under IFRS. This selected financial information is derived from, and is qualified in its entirety by reference to, WGE’s audited financial statements for the 2019, 2018 and 2017 financial years and WGE’s unaudited financial statements as at and for the three and six month periods ended June 30, 2020, included in “ Appendix G – Financial Statements of Western Gold Exploration Limited ”.

	As at and for the
	six month period	As at and for the	As at and for the	As at and for the
	ended	year ended	year ended	year ended
	June 30, 2020	December 31, 2019	December 31, 2018	December 31, 2017
Selected Financial	(unaudited)	(audited)	(audited)	(audited)
Information	£	£	£	£
Total revenues Income (loss) from operations(1) Comprehensive income (loss) Net income (loss) per share (basic and fully diluted) Total assets Total liabilities Cash dividends declared per share	Nil (95,983) (99,287) (0.0007) 2,013,281 75,953 Nil	Nil (118,523) (75,407) (0.001) 1,620,809 184,694 Nil	Nil (344,457) (325,159) (0.0031) 1,169,678 796,821 Nil	Nil (180,449) (180,449) (180.45) 645,856 106,304 Nil

Note :

(1) This number represents the cash used by operating activities.

For the six month period ended June 30, 2020 and as at the date of this Circular, WGE had not implemented any changes in accounting policy, except as required for implementation of IFRS, and declared no cash dividends.

Quarterly Information

Financial information of WGE as at and for the three and six month periods ending June 30, 2020 is set forth in the table under “ Appendix C – Information Concerning WGE – Selected Consolidated Financial Information and Management’s Discussion and Analysis ” above. WGE is a private limited company, is not a reporting issuer in any jurisdiction, and the WGE Shares are not listed or posted for trading on any stock exchange, and therefore had no obligation to prepare quarterly or six month financial statements prior to the interim financial statements included in Appendix G hereto.

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Management’s Discussion and Analysis

WGE’s MD&A for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, and for the three and six month periods ended June 30, 2020, is included in Appendix F. The MD&A is a review of the operations and financial position of WGE for the respective periods, and should be read in conjunction with the accompanying audited financial statements and the notes thereto, all of which have been prepared in accordance with IFRS.

Trends

WGE is not currently aware of any trends, commitments, events or uncertainty, that reasonably can be expected to have a material effect on WGE’s business, financial condition, or results of operations other than as described in this Circular and, in particular, under “ Part II – Proposed Qualifying Transaction – Risk Factors ”.

Description of the Securities

As of the date of this Circular, WGE has issued 199,676,875 WGE Shares and no other securities convertible into or exchangeable for securities of WGE are outstanding and no other rights to acquire securities of WGE exist.

As permitted by the Companies Act 2006 , WGE does not have an authorised share capital. WGE has one class of ordinary shares (referred to in this Circular as the WGE Shares) which carry no right to fixed income. WGE Shares carry the right to one vote per share at general meetings of WGE and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up.

Under the Articles of WGE, the current WGE Shares carry a pre-emptive right to purchase any new issue of shares in WGE. That right may be waived by a shareholder, or removed by a special resolution of shareholders in accordance with the Companies Act 2006 . Under such a resolution, directors are currently permitted to allot at Closing all shares required to satisfy validly exercised share options and the warrant and, until September 30, 2024 may in addition allot up to 26,936,878 new shares in WGE, without first offering these to existing shareholders. Under the Articles of WGE, there are no conversion or exchange rights, or redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring a holder of WGE Shares to contribute additional capital and, subject to pre-emption rights, no restrictions on the issuance of additional securities by WGE.

WGE is not prohibited by its Articles from purchasing, redeeming or otherwise acquiring its own shares for any consideration provided that WGE continues to have at least one shareholder at all times. No shares are currently expressed to be redeemable. WGE may only purchase, redeem or otherwise acquire them on a special resolution of the shareholders, and either out of distributable reserves or strictly in accordance with the regulations for purchase of own shares in the Companies Act 2006 . If a redemption or purchase of own shares would result in one or more shareholders acting in concert owning more than 50% of the issued share capital in WGE, a minority shareholder is entitled to exercise a tag along right under the Articles, under which the minority shareholder must receive an offer to acquire its shares on the same terms offered to the proposed selling shareholders, and a period of at least 21 days within which to accept. WGE may only offer to purchase, redeem or otherwise acquire its shares if the directors of WGE are satisfied, on reasonable grounds, that WGE will, immediately after the purchase, redemption or other acquisition satisfy a solvency test.

The WGE Shares are also subject to tag along and drag along rights. Given that holders of a majority of the WGE Shares have executed the Transaction Agreement, WGE has exercised drag along rights to compel the remaining WGE Shareholders to participate in the Transaction.

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While, under the Articles of WGE, the directors may refuse to register any transfer of shares that they do not approve, that entitlement applies only in exceptional circumstances and, subject to that, there is no restriction on the transfer of securities of WGE.

Consolidated Capitalization

Consolidated Capital

The following outlines those material change in the share and loan capital of WGE on a consolidated basis, since the date of the comparative financial statements for WGE’s most recently completed financial period:

	Amount	Amount Outstanding as	Amount Outstanding as
Designation of Security	Authorized	of June 30, 2020	of the Circular
Ordinary Shares	N/A	155,834,000	199,676,875(1)

Note:

(1) As at June 30, 2020, WGE had a total deficit of £680,302.

Prior Sales

The only sales of securities of WGE during the 12 months prior to the date of this Circular was the issuance on May 7, 2020 of 20,016,666 WGE Shares at £0.03 per share, for total proceeds of £600,500. Of those WGE Shares issued, 8,333,333 WGE Shares were purchased by Non-Arm’s Length Parties to WGE at the time.

Stock Exchange Price

None of the securities of WGE are, or have been, posted for trading on any stock exchange.

Executive Compensation and Related Matters

The following disclosure of compensation earned by certain executive officers and directors of WGE in connection with their office or employment with WGE is made in accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations . Disclosure is required to be made in relation to "Named Executive Officers", being those individuals who served as the Chief Executive Officer, Chief Financial Officer and each of the Company's three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation was, individually, more than $150,000 for the financial year. The Named Executive Officer for WGE is Ross McLellan, the Chief Financial Officer of WGE.

Named Executive Officer and Director Compensation, Excluding Compensation Securities

The following table summarizes all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, excluding Compensation Securities (as defined below), to each Named Executive Officer and director of WGE, in any capacity, for the six month period ending June 30, 2020 and during the fiscal years ended December 31, 2019 and 2018:

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		Salary,
		consulting
		fee, retainer		Committee		Value of all
		or		or meeting	Vl f	other	Total
Name and		commission	Bonus	fees	aue o perquisites	compensation	compensation
position	Period	(£)	(£)	(£)	(£)	(£)	(£)
Ross McLellan CEO and Director	Q2 2020 2019 2018 Q2 2020	12,000 44,000 43,200 21,400	N/A N/A N/A N/A	N/A N/A N/A N/A	N/A N/A N/A N/A	N/A N/A N/A N/A	12,000 44,000 43,200 21,400
Willie McLucas(1) Director

Note:

(1) Mr. McLucas became a director of WGE January 2020.

Stock Options and Other Compensation Securities

The following table sets out Compensation Securities (defined to include stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted share units granted or issued by WGE or one of its subsidiaries for services provided or to be provided, directly or indirectly, to WGE or any of its subsidiaries) granted or issued to each Named Executive Officer and director during the fiscal year ended December 31, 2019:

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price (£)	Closing price of security or underlying security on date of grant (£)	Closing price of security or underlying security at year end (£)	Expiry date
Ross McLellan CEO and Director	Stock Options Stock Options	2,000,000 stock options(1)to acquire up to 2,000,000 WGE Shares (represents 1.3% of outstanding WGE Shares) 1,500,000 stock options(1)to acquire up to 1,500,000 WGE Shares (represents 1.0% of outstanding WGE Shares)	Feb. 8, 2018 Feb. 9, 2018	0.001 0.01	N/A(2) N/A(2)	N/A(2) N/A(2)	Feb. 7, 2023 Feb. 8, 2023

Notes:

(1) Vested immediately upon grant.

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(2) WGE is a private limited company, is not a reporting issuer in any jurisdiction, and the WGE Shares are not listed or posted for trading on any stock exchange.

There were no Compensation Securities exercised by Named Executive Officers and directors of WGE during the fiscal year ended December 31, 2019.

Stock Option Plans and Other Incentive Plans

WGE does not currently have any stock option plan or other incentive plans.

Employment, Consulting and Management Agreements

Management functions of WGE are not, to any substantial degree, performed other than by its directors or Named Executive Officers.

On March 1, 2018, WGE entered into a consulting agreement with Ross McLellan pursuant to which he would provide WGE with certain management services. The fee for such services is £1,000 per month and additional services performed will be paid at an additional fee of £400 per day.

Fees paid to Mr. McLellan under this consulting agreement are set forth under “ Appendix C – Information Concerning WGE – Executive Compensation and Related Matters – Named Executive Officer and Director Compensation, Excluding Compensation Securities ” above.

Oversight and Description of Director and Named Executive Officer Compensation

WGE does not have a formal compensation program. All tasks related to developing and monitoring WGE’s approach to the compensation of its Named Executive Officers and directors is performed by Board of Directors of WGE. WGE’s officers are compensated based on fixed monthly amounts. In establishing these amounts, WGE relies solely on board discussion without any formal objectives and criteria outside of ensuring the amounts and terms are market in accordance comparable entities.

Pension Disclosure

WGE does not currently have, nor does it intend to enact, a deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Non-Arm’s Length Party Transactions

WGE did not complete any transactions for the provision of assets or services, and does not propose to complete any such transactions, with a Non-Arm’s Length Party within the past five years to the date hereof. See “ Appendix C – Information Concerning WGE – Executive Compensation and Related Matters – Employment, Consulting and Management Agreements ”.

Legal Proceedings

There are no legal proceedings material to WGE to which WGE is a party or of which any of its property is the subject matter.

Material Contracts

Except for contracts entered into by WGE in the ordinary course of business, the only material contracts entered into by WGE since incorporation are the following:

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Prospecting Agreement dated November 13, 2017 with landowners providing for surface access rights and gold and base metal mining rights over the Ormsary Estate located in the Knapdale Property. The work commitments under this Prospecting Agreement were extended pursuant to an Extension Agreement dated May 28, 2020.
Prospecting Agreement dated November 13, 2017 with landowners providing for surface access rights and gold and base metal mining rights over the Stronchullin Estate located in the Knapdale Property. The work commitments under this Prospecting Agreement were extended pursuant to an Extension Agreement dated May 28, 2020.
Option to Lease Agreement dated July 26, 2012 with a landowner providing surface access in the Lagalochan Forest located in the Lagalochan Property. Pursuant to a Deed of Variation dated August 31, 2018, the Option to Lease Agreement was extended to July 2027. Pursuant to a Novation Agreement dated February 27, 2020 the existing arrangements under the Option to Lease Agreement were novated to a new surface owner.
Mineral Rights Option Agreement dated May 31, 2012 with mineral rights holder over Lagalochan, Tullich, Kames Forests (1590ha). Pursuant to a Deed of Variation dated September 18, 2018, the Mineral Rights Option Agreement was extended to May 2028.
Crown Mineral Rights Option Agreement date August 1, 2017 with Crown Estate Scotland providing for gold and silver rights over 188 km[2] in the Lagalochan Property area.

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APPENDIX D INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-transaction completion basis and is reflective of the projected business, financial and share capital position of the Resulting Issuer. This section only includes information respecting the Resulting Issuer that is materially different from information provided under “ Appendix B – Information Concerning BIRD ” and “ Appendix C – Information Concerning WGE ”.

Corporate Structure

Name and Incorporation

Following completion of the Transaction, it is anticipated that (i) the Resulting Issuer’s name will be Western Gold Exploration Ltd.; (ii) the Resulting Issuer’s head office will be The Lighthouse, St Abbs Suite, Heugh Road, North Berwick EH39 5PX and registered office will be at 1600, 421 7[th] Avenue SW, Calgary, Alberta, T2P 4A9; (iii) the Resulting Issuer will continue to be incorporated under the ABCA; and (v) the Resulting Issuer will be listed and posted for trading on the Exchange under the trading symbol “WGLD”.

Intercorporate Relationships

==> picture [202 x 193] intentionally omitted <==

----- Start of picture text -----

Western Gold Exploration Ltd.
(formerly Cassowary Capital Corporation Limited)
Alberta incorporated / TSXV listed
100%
Western Gold Exploration Limited (WGE)
England and Wales
100%
Lorne Resources Ltd.
Scotland
----- End of picture text -----

The securities of WGE and Lorne Resources cannot be transferred except in accordance with its constating documents and applicable corporate and securities laws.

Narrative Description of the Business

Upon Completion of the Qualifying Transaction, the Resulting Issuer’s business shall continue to be the business of WGE. See “ Appendix C – Information Concerning WGE – Narrative Description of the Business ”.

Stated Business Objectives and Milestones

The primary objectives of the Resulting Issuer will be the exploration, discovery and development of minerals at the Knapdale Property. In addition, the Resulting Issuer may continue its exploration and discovery operations at the Lagalochan Property. For a general description of the business of the Resulting Issuer, see “ Appendix C – Information Concerning WGE – General Development of the Business – History ”.

D-1

To pursue the foregoing business objectives, the Resulting Issuer will target the milestones and conduct the recommended exploration program set forth in the Technical Report. Please see “ Appendix D – Information Concerning the Resulting Issuer – Exploration Activities ”.

The Resulting Issuer expects to utilize its Available Funds principally to finance its proposed Phase 1 exploration program at the Knapdale Property. Please see “ Appendix D – Information Concerning the Resulting Issuer – Available Funds and Principal Purposes ” for further detail regarding the Resulting Issuer’s budgeted use of funds.

There is no guarantee that the Resulting Issuer will meet its business objectives or milestones described above within the specific time periods, within estimated costs or at all. The Resulting Issuer may, for sound business reasons, reallocate its time or capital resources, or both, differently than as described above. See discussion under “ Part II – Proposed Qualifying Transaction – Risk Factors ”.

Exploration Activities

The Resulting Issuer intends to primarily base its exploration activities on the recommendations and exploration programs contained in the Technical Report for the Knapdale Property. Please see “ Appendix C - Information Concerning WGE – Narrative Description of the Business – Knapdale Property ”.

Description of the Securities

The share structure of the Resulting Issuer will be the same as the share structure of BIRD and the rights associated with each Resulting Issuer Share will be the same as the rights associated with each BIRD Share. See “ Appendix B – Information Concerning BIRD – Description of Securities ”.

Warrants and Options

An aggregate of 565,400 Resulting Issuer Shares will be reserved for issuance to the holders of the Agent IPO Option and the Initial BIRD Options.

Pro Forma Consolidated Capitalization

		Amount Outstanding After Giving Effect to the
		Transaction, the Concurrent Private Placement and the
Designation of Security	Amount Authorized	Consolidation
Resulting Issuer Shares(1)	Unlimited	23,354,706

Note:

Fully Diluted Share Capital

The following table sets out the diluted share capital of the Resulting Issuer after giving effect to the Transaction:

D-2

Description of Security (on post-Consolidation basis)	Number of Securities	Percentage of Total
BIRD Common Shares outstanding (undiluted)	5,754,640	24.1%
Resulting Issuer Shares issued to WGE Shareholders at Closing	13,066,734	54.6%
Resulting Issuer Shares issuable on conversion of the Subscription Receipts	4,533,332	19.0%
Resulting Issuer Shares reserved for issuance under the Stock Option Plan (the Initial BIRD Options)	560,000	2.3%
Total (fully diluted)	23,914,706	100%

Available Funds and Principal Purposes

Available Funds

Upon Completion of the Qualifying Transaction, the Resulting Issuer is expected to have the following funds available to it for the next 12 month period:

Sources of Funds	Estimated Amount
BIRD estimated working capital as at August 31, 2020	$730,000
WGE estimated working capital as at August 31, 2020	$320,000
Gross proceeds from the Concurrent Private Placement	$1,700,000
Total Available Funds	$2,750,000

For more information, see “ Appendix I – Pro Forma Financial Statements of the Resulting Issuer ”.

Principal Purpose of Available Funds

Use of Funds	Estimated Amount
Phase 1 – Recommended work program on the Knapdale Property(1)	$796,000
Estimated corporate, administrative and planning costs(2)	$750,000
Estimated costs related to the Transaction and the Concurrent Private Placement(3)	$250,000
Unallocated working capital (Exchange Tier 2 Initial Listing Requirement)	$954,000
Total	$2,750,000

D-3

Notes :

(1) Exploration activities on the Knapdale Property is based upon recommendations contained in the Technical Report. See “ Appendix D - Information Concerning the Resulting Issuer – Description of the Business – Exploration Activities ”.
(2) Of the corporate, administrative and planning costs estimated to be incurred during the 12 months following the Completion of the Qualifying Transaction, approximately: (a) $120,000 has been allocated for audit, legal and professional fees; (b) $4,000 has been allocated for transfer agent fees; (c) $2,000 per month has been allocated for accounting fees; (d) $35,000 has been allocated for office, insurance and related expenses; (e) $315,000 has been allocated for fees, salaries and/or consulting services (recognizing that any compensation to be paid by the Resulting Issuer has not been determined and is not known at this time); and (f) $225,000 has been allocated towards evaluation of other potential mining projects or acquisitions (recognizing that no project or acquisition has been identified at this time).
(3) Includes legal fees, audit fees and filing fees with the Exchange.

Dividends

There will be no restrictions in the Resulting Issuer’s articles or elsewhere which would prevent the Resulting Issuer from paying dividends subsequent to the Completion of the Qualifying Transaction. It is not contemplated that any dividends will be paid on the Resulting Issuer Shares in its immediate future as it is anticipated that all Available Funds will be invested to finance the growth of the Resulting Issuer’s business. The directors of the Resulting Issuer will determine if, and when, dividends will be declared and paid from those funds properly allocated to the payment of dividends based on the Resulting Issuer’s financial position at the relevant time. All of the Resulting Issuer Shares are entitled to an equal share in any dividends declared and paid.

Principal Securityholders

To the knowledge of the BIRD’s directors and senior officers, upon Completion of the Qualifying Transaction, the following Person is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over, Resulting Issuer Shares carrying more than 10% of all voting rights attached to the outstanding Resulting Issuer Shares:

				Percentage of
				Resulting Issuer
			Percentage of	Shares
		Number of Resulting	Resulting Issuer	Owned after
	Type of	Issuer	Shares	giving effect to
	Ownership	Shares Owned after	Owned after	the
	(beneficially	giving effect to the	giving effect to the	Transaction,
	and of record,	Transaction,	Transaction,	Consolidation and
Name and Municipality	of record only	Consolidation and	Consolidation and	Concurrent Private
of Residence of the	or beneficially	Concurrent Private	Concurrent Private	Placement
Shareholder	only)	Placement	Placement	(fully diluted)
Zila Corporation(1) Monaco Smaller Company Capital Ltd.(2) London, UK Eurasian Consolidated Minerals Pty Ltd. Melbourne, Australia	Registered and/or Beneficial Registered and/or Beneficial Registered and/or Beneficial	3,336,005 2,553,777 2,509,139	14.28% 10.93% 10.74%	13.46% 10.68% 10.49%

D-4

Notes:

(1) Mr. Dobson, the proposed Executive Chairman of the Resulting Issuer, is a member of a class of beneficiaries in Zila Corporation, but has no right to receive any benefit or to control the actions of Zila Corporation. Zila Corporation is controlled indirectly by Val Huxley of Monaco.
(2) This number includes the 2,226,581 Resulting Issuer Shares expected to be registered in the name of Smaller Company Capital Ltd. and the 163,598 Resulting Issuer Shares expected to be held indirectly by each of Mr. Rupert William and Mr. Jeremy Woodgate, both of the United Kingdom, and who control Smaller Company Capital Ltd.

Directors, Officers and Promoters

Name, Address, Occupation and Security Holdings

The BIRD Board currently consists of four (4) members. Upon Completion of the Qualifying Transaction, the board of directors of the Resulting Issuer shall be composed of four (4) members, as set out below.

The name, municipality of residence, position or office held with the Resulting Issuer and principal occupation of each proposed director and senior officer of the Resulting Issuer, as well as the number of voting securities beneficially owned, directly or indirectly, or over which each exercises control or direction, following the successful Completion of the Qualifying Transaction, the Consolidation and Concurrent Private Placement, excluding common shares issued on the exercise of convertible securities, are as follows:

			Number of
			Resulting
			Issuer Shares	Percentage of
			Beneficially	Resulting
		Period of time	Owned or	Issuer Shares
Name, Municipality of	Principal Occupations	as	Controlled	Beneficially	Proposed
Residence and Offices	and Positions During	a director of	(post-	Owned or	Board
to be Held(1)	Past 5 Years	BIRD or WGE	Consolidation)	Controlled	Committees
David H.W. (Harry) Dobson Monaco Executive Chairman Ross McLellan(3) North Berwick, Scotland CEO and Director Willie McLucas Edinburgh, Scotland Director Stuart Olley Calgary, Alberta Director Jim O’Neill Ajax, Ontario CFO and Corporate Secretary	A financier, mining industry veteran and pioneer, Mr. Dobson is currently the Executive Chairman of WGE, and is a founder of numerous metals mining companies. Currently CEO of WGE. Involved in setting up Scotgold Resources Ltd., and acted as a director of Scotgold Resources Ltd and Fynegold Exploration Ltd. for 10 years. Long time mining financier and currently a director of WGE. A senior partner of Gowling WLG (Canada) LLP. Currently CEO and a director of BIRD. A Chartered Professional Accountant with over 30 years of industry experience. Has acted as Chief Financial Officer for Virtus Mining Ltd., Aldridge Minerals Inc. and Royal Coal Corp.	March 2019 December 2016 January 2020 January 2018 August 2020	80,000(2) 427,916(4) Nil 416,040 Nil	0.3%(2) 1.83% 0% 1.78% 0%	N/A Audit Committee Audit Committee Audit Committee Not applicable

D-5

Notes:

(1) It is anticipated that Gordon Chmilar, Martin Mix and Guy Lander will resign as directors of BIRD immediately upon Completion of the Qualifying Transaction.
(2) Mr. Dobson is a member of a class of beneficiaries in Zila Corporation, but has no right to receive any benefit or to control the actions of Zila Corporation. See Appendix D – Information Concerning the Resulting Issuer – Principal Shareholders ”.
(3) Mr. McLellan provide services to WGE pursuant to a consulting agreement. See “ Appendix C – Information Concerning WGE – Executive Compensation and Related Matters ”.
(4) Includes Resulting Issuer Shares held by Mr. McLellan’s spouse.

Audit Committee

Following the Completion of the Qualifying Transaction, the board of directors of the Resulting Issuer will establish an Audit Committee. The mandate of the Audit Committee shall be to ensure the Resulting Issuer effectively maintains the necessary management systems and controls to allow for timely and accurate reporting for the purpose of safeguarding shareholder value and to meet all relevant regulatory requirements and to provide recommendations to the board of directors in the area of management systems and controls. The proposed members of the Audit Committee are Ross McLellan, Willie McLucas and Stuart Olley.

Management

Additional biographic information about the proposed directors and officers of the Resulting Issuer is provided below.

David H.W. (Harry) Dobson (Age 72, Proposed Executive Chairman of the Resulting Issuer)

A mining industry veteran and pioneer, Mr. Dobson is currently the Executive Chairman of WGE, and is a founder of metals mining companies, Kirkland Lake Gold, Rupert Resources, Breakwater Resources, Rambler Metals, American Pacific Mines, and in the diamond industry, Mountain Province Diamonds and Lytton Minerals. He has extensive experience organizing and financing mines, including in unique jurisdictions and locations. Mr. Dobson is a former investment banker and senior partner of Yorkton Securities.

Mr. Dobson will devote the time necessary to perform the work required in connection with acting as a director and Executive Chairman of the Resulting Issuer. Mr. Dobson has not entered into a non-competition or nondisclosure agreement with WGE and it is not anticipated that he will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Ross McLellan (Age 52, Proposed Chief Executive Officer and Director of the Resulting Issuer)

Mr. McLellan currently runs all daily activity of WGE and acts as its CEO. He was involved in setting up Scotgold Resources Ltd., which subsequently listed on the ASX. He acted as a director of Scotgold Resources Ltd and Fynegold Exploration Ltd. for 10 years. Mr. McLellan has over 30 years background in financial services.

Mr. McLellan’s proposed responsibilities include those typical of a Chief Executive Officer. Upon the Completion of the Qualifying Transaction, it is expected that Mr. McLellan will devote as much time as is needed to the Resulting Issuer. Outside of the consulting agreement that Mr. McLellan has entered into with WGE, Mr. McLellan has not entered into a non-competition or non-disclosure agreement with WGE and it is not anticipated that Mr. McLellan will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Willie McLucas (Age 65, Proposed Director of the Resulting Issuer)

Mr. McLucas is a long time mining financier with extensive global experience in exploration, development and production of not only gold and base metals, but also coal, iron ore and specialty metals such as Tungsten and Molybdenum. He previously acted as Chief Executive of Waverley Mining Finance plc and

D-6

Thistle Mining Inc. and as a director of Amur Minerals Plc, Longview Capital Partners, Republic Gold Ltd. and Oriental Minerals Inc.

Mr. McLucas’ proposed responsibilities include those typical of a Director. Upon the Completion of the Qualifying Transaction, it is expected that Mr. McLucas will devote as much time as is needed the Resulting Issuer. It is not anticipated that Mr. McLucas will enter into a non-competition or nondisclosure agreement with the Resulting Issuer.

Stuart Olley (Age 55, Proposed Director of the Resulting Issuer)

Mr. Olley is a senior partner of Gowling WLG (Canada) LLP and Co-leader of the Natural Resources Group. He has extensive experience, domestically and internationally, working with a variety of issuers and underwriters in transactions in industries including mining, oil and gas, real estate and technology. Mr. Olley has served on the board of directors of various public companies. Mr. Olley is currently the Chief Executive Officer and a Director of BIRD.

Mr. Olley’s proposed responsibilities include those typical of a Director. Upon the Completion of the Qualifying Transaction, it is expected that Mr. Olley will devote as much time as is needed the Resulting Issuer. It is not anticipated that Mr. Olley will enter into a non-competition or nondisclosure agreement with the Resulting Issuer.

Jim O’Neill (Age 61, Proposed Chief Financial Officer of the Resulting Issuer)

Mr. O’Neill, a Chartered Professional Accountant with over 30 years of industry experience, brings a depth of knowledge from various international mining, project management and distribution companies. Has acted as Chief Financial Officer for Virtus Mining Ltd., Aldridge Minerals Inc. and Royal Coal Corp.

Mr. O’Neill’s proposed responsibilities include those typical of a Chief Financial Officer. Upon the Completion of the Qualifying Transaction, it is expected that Mr. O’Neill will devote as much time as is needed to the Resulting Issuer. Outside of a consulting agreement that Mr. O’Neill entered into with WGE, Mr. O’Neill has not entered into a non-competition or non-disclosure agreement with WGE and it is not anticipated that Mr. O’Neill will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Promoter Consideration

Mr. Stuart Olley has either been a promoter of BIRD or will be a promoter of the Resulting Issuer as a result of their efforts in organizing and completing the Qualifying Transaction. See “ Appendix D – Information Concerning the Resulting Issuer – Directors, Officers and Promoters ” above for the number and percentage of Reporting Issuer Shares to be beneficially owned, directly or indirectly, or over which control or direction is exercised, by Mr. Olley. Other than the Resulting Issuer Options that will be held by Mr. Olley as set forth in “ Appendix D – Information Concerning the Resulting Issuer – Options to Purchase Securities ” below, no assets, services or other consideration has been received or is presently contemplated to be received from the Resulting Issuer by Mr. Olley.

Corporate Cease Trade Orders or Bankruptcies

Except as set forth below, no proposed director, officer, Insider, Promoter or Control Person of the Resulting Issuer has, within the previous ten year period, been a director, officer, Insider or Promoter of any other issuer that was the subject of a cease trade order or similar order, or an order that denied the other issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days, or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

D-7

knowledge, in June 2018, a trade was placed with a UK broker under the name of this private company, of which Mr. McLellan was unaware of. That trade was beyond the scope of the company’s financial capabilities, and Mr. McLellan did not discover this trade took place until four months after the trade had taken place. As sole director of that company, Mr. McLellan exercised his fiduciary duties and appointed a liquidator for the company in December 2018.

Penalties or Sanctions

No proposed director, officer, Insider, Promoter or Control Person of the Resulting Issuer has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would likely be considered important to a reasonable security holder making a decision about the Transaction.

Personal Bankruptcies

No proposed director, officer, Insider, Promoter or Control Person of the Resulting Issuer, or a personal holding company of any such persons, has within the 10 years preceding the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the individual.

Conflict of Interests

There may be potential conflicts of interest to which the proposed directors, officers, Insiders and Promoters of the Resulting Issuer may be subject in connection with the operations of the Resulting Issuer. The directors, officers, Insiders and Promoters may be engaged in corporations or businesses which may be in ” competition with the Resulting Issuer. See also “ Part II – Proposed Qualifying Transaction – Risk Factors .

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers of the Resulting Issuer that are, or have been within the last five years, proposed directors, officers or Promoters of other reporting issuers, other than BIRD:

	Name of		Name of
	Reporting	Jurisdiction	Exchange
Name	Issuer	Where Formed	or Market	Position	From	To
David H.W. (Harry) Dobson Willie McLucas Stuart Olley	Kirkland Lake Gold Ltd. Rambler Metals and Mining Plc Borders & Southern Petroleum Plc Terra Nova Gold Corp. PsiNaptic Inc.	Ontario England and Wales England and Wales British Columbia Alberta	TSX / NYSE AIM AIM TSXV TSXV	Executive Chairman and Director Director Non-Exec Chairman and Director Director, President and CEO Director	2001 1997 2015 2012 2003	2015 2015 Present 2015 2018
Jim O’Neill	Aldridge Minerals Inc.	Canada	TSXV	CFO	2011	2018

D-8

Executive Compensation of the Resulting Issuer

For the purposes of this section, the Named Executive Officers are the proposed Chief Executive Officer and Chief Financial Officer and Corporate Secretary of the Resulting Issuer and each of the three most highly compensated executive officers who are proposed to serve as executive officers of the Resulting Issuer for the 12 month period following the Transaction. Based on the above criteria, the Named Executive Officers for the Resulting Issuer will be Ross McLellan (Chief Executive Officer) and Jim O’Neill (Chief Financial Officer and Secretary).

Compensation Discussion and Analysis

When determining compensation policies and individual compensation levels for the Resulting Issuer’s executive officers, a variety of factors, will be considered including: the overall financial and operating performance of the Resulting Issuer, each executive officer’s individual performance and contribution towards meeting corporate objectives; each executive officer’s level of responsibility and length of service; and industry comparables.

The Resulting Issuer’s compensation philosophy for its executive officers will follow three underlying principles: to provide compensation packages that encourage and motivate performance; to be competitive with other companies in the industry in which it operates, which are of similar size and scope of operations, so as to attract and retain talented executives; and to align the interests of its executive officers with the long-term interests of the Resulting Issuer and its shareholders through stock related programs.

As of the date of this Circular, and other than as disclosed below and under "Incentive Plan Awards", the anticipated compensation for each of the Resulting Issuer's proposed Name Executive Officers for the 12 month period after giving effect to the Transaction is not known.

Incentive Plan Awards

There will be no outstanding share-based awards and option-based awards for the Named Executive Officers of the Resulting Issuer for the twelve-month period after giving effect to the Transaction.

The Resulting Issuer does not expect to grant any share-based awards or option-based awards to its Named Executive Officers and/or directors on Completion of the Qualifying Transaction. The Resulting Issuer may decide to grant option-based awards to its Named Executive Officers and/or directors at any time during the 12 month period following Completion of the Qualifying Transaction. Details of such grants will be announced by the Resulting Issuer in the event such a determination is made.

Pension Plan Benefits

The Resulting Issuer does not intend to enact any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

The Resulting Issuer may enter into employment agreements and/or consulting agreements with certain members of its management team upon or after Closing. Such employment agreements may contain termination or change of control benefits in favour of such persons.

Director Compensation

Upon Completion of the Qualifying Transaction the directors of the Resulting Issuer will determine how much, if any, compensation (including stock options) will be paid to directors for services rendered to the Resulting Issuer by them in that capacity. Such incentives are anticipated to be in the form of incentive stock options pursuant to the Option Plan. The timing, amounts, exercise price of these future option-based awards are not yet determined.

D-9

Indebtedness of Directors and Officers

No director or officer of BIRD or WGE or person who acted in such capacity in the last financial year of BIRD or WGE, or proposed director or officer of the Resulting Issuer, or any Associate of any such director or officer is, or has been, at any time since the beginning of the most recently completed financial year of BIRD or WGE, indebted to BIRD or WGE nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by BIRD or WGE.

Investor Relations Arrangements

No promotional or investor relations arrangements have been made on behalf of the Resulting Issuer as of the date of this Circular.

Options to Purchase Securities

There are 1,400,000 Initial BIRD Options that are outstanding as of the date of this Circular. On Completion of the Qualifying Transaction, the following Resulting Issuer Options will be outstanding on a pre-Consolidation and post-Consolidation basis:

Holder	Expiry Date	pre-Consolidation	pre-Consolidation	post-Consolidation	post-Consolidation
		Number of Options	Exercise Price	Number of Options	Exercise Price
Stuart Olley(1) Gordon Chmilar(2) Guy Lander(2) Martin Mix(2) TOTALS	Sept. 7, 2028 Sept. 7, 2028(2) Sept. 7, 2028(2) Sept. 7, 2028(2)	350,000 350,000 350,000 350,000 1,400,000	$0.10 $0.10 $0.10 $0.10	140,000 140,000 140,000 140,000 560,000	$0.25 $0.25 $0.25 $0.25

Notes:

(1) Stuart Olley is the only proposed director or officer of the Resulting Issuer with options to purchase securities of the Resulting Issuer.

(2) Anticipated to resign as a director and/or officer, as applicable, immediately upon Completion of the Qualifying Transaction. In accordance with the Option Plan, these Resulting Issuer Options may be exercised from the later of (i) 12 months after Completion of the Qualifying Transaction, and (ii) 90 days following cessation of the optionee’s position with the Resulting Issuer.

The Resulting Issuer does not expect to grant any share-based awards or option-based awards to its Named Executive Officers and/or directors upon Completion of the Qualifying Transaction. The Resulting Issuer may decide to grant option-based awards to its officers during the 12 month period following Completion of the Qualifying Transaction. Details of such grants will be announced by the Resulting Issuer in the event such a determination is made.

Stock Option Plan

After Completion of the Qualifying Transaction, the Option Plan will be the incentive stock option plan of the Resulting Issuer. See “ Appendix B – Information Concerning BIRD – Stock Option Plan and Options Granted ” for a summary of the plan.

Escrowed Securities

There are multiple classes of escrow to which an aggregate of 12,169,673 Resulting Issuer Shares (postConsolidation), representing approximately 52.1% of the outstanding Resulting Issuers Shares, will be subject: (a) Resulting Issuers Shares that will continue to be subject to the CPC Escrow Agreement; (ii) Resulting Issuer Shares held by Principals hat will be subject to the QT Escrow Agreement; and (iii) Resulting Issuer Shares held by non-Principals WGE Shareholders that will be subject to the escrow terms by way of SSRRs.

D-10

CPC Escrow Agreement Shares

An aggregate of 10,000,100 BIRD Common Shares are currently held in escrow with Alliance Trust under the provisions of the CPC Escrow Agreement required in connection with the IPO. Following Completion of the Qualifying Transaction all such 10,000,100 BIRD Common Shares (representing 4,000,040 Resulting Issuer Shares following completion of the Transaction and the Consolidation) will continue to be held in escrow with Alliance Trust.

The following table sets out, as of the date hereof and to the knowledge of BIRD and WGE, the name and municipality of residence of the security holders whose Resulting Issuer Shares will be held in escrow under the CPC Escrow Agreement.

		Prior to Giving Effect to the	Prior to Giving Effect to the	After Giving Effect to the	After Giving Effect to the
		Transaction, Consolidation and		Transaction, Consolidation and
		Concurrent Private Placement		Concurrent Private Placement
		Number of		Number of
Name and Municipality of	Designation	Securities Held	Percentage	Securities Held in	Percentage
Residence of Shareholder	of Class	in Escrow	of Class	Escrow	of Class
Stuart Olley Calgary, Alberta Gordon Chmilar Calgary, Alberta MDCGN Ltd.(1) Calgary, Alberta Guy Lander New York, New York Smaller Company Capital Ltd.(2) London, United Kingdom William E.J. Hodson London, United Kingdom Brian Hinchcliffe Mamaroneck, New_York Margaret Hinchcliffe _Mamaroneck, New_York Zila Corporation(3) _Monaco Darrin Hopkins Calgary, Alberta James Douglas Price Toronto, Ontario Totals	Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares	1,000,100 1,000,000 1,000,000 1,000,000 2,000,000 1,000,000 500,000 500,000 1,000,000 700,000 300,000 10,000,100	6.95% 6.95% 6.95% 6.95% 13.90% 6.95% 3.48% 3.48% 6.95% 4.87% 2.09% 69.51%	400,040 400,000 400,000 400,000 800,000 400,000 200,000 200,000 400,000 280,000 120,000 4,000,040	1.71% 1.71% 1.71% 1.71% 3.42% 1.71% 0.86%
					0.86% 1.71% 1.20% 0.51% 17.13%

Notes:

(1) A corporation controlled by Martin Mix, a director of BIRD.

(2) A company jointly controlled by Mr. Rupert William and Mr. Jeremy Woodgate, both of the United Kingdom.

(3) A corporation controlled indirectly by Val Huxley of Monaco.

Under the CPC Escrow Agreement, ten percent (10%) of the BIRD Common Shares under escrow will be released on the date of issuance of the Final Exchange Bulletin and an additional fifteen percent (15%) will be released every six months thereafter.

D-11

The Exchange’s prior consent must be obtained before a transfer of the shares under escrow. Generally, the Exchange will only permit a transfer within escrow to be made to incoming Principals in connection with a proposed Qualifying Transaction.

If a Final Exchange Bulletin is not issued, the BIRD Common Shares under escrow will not be released. Under the CPC Escrow Agreement, each Non-Arm’s Length Party to BIRD who holds escrowed BIRD Common Shares acquired at a price below $0.10 has irrevocably authorized and directed Alliance Trust to immediately cancel all of these shares upon the issuance by the Exchange of a bulletin delisting the BIRD Common Shares.

Resulting Issuer Shares Escrowed in Connection with Transaction

In accordance with Policy 5.4, all Resulting Issuer Shares that are Value Securities and Surplus Securities held by Principals are subject to the QT Escrow Agreement. Accordingly, it is anticipated that an aggregate of 359,916 Resulting Issuer Shares (post-Consolidation) will be subject to the release schedule applicable under the QT Escrow Agreement in accordance with the following timeline:

% of Securities Released from Escrow	Release Date
10%	Date of Final Exchange Bulletin
15%	6 months from Final Exchange Bulletin
15%	12 months from Final Exchange Bulletin
15%	18 months from Final Exchange Bulletin
15%	24 months from Final Exchange Bulletin
15%	30 months from Final Exchange Bulletin
15%	36 months from Final Exchange Bulletin

The following table sets out, as of the date hereof and to the knowledge of BIRD and WGE, the name and municipality of residence of the security holders whose Resulting Issuer Shares as of the Closing of the Qualifying Transaction will be placed in escrow pursuant to the terms of the QT Escrow Agreement.

		Prior to Giving Effect to the	Prior to Giving Effect to the	After Giving Effect to the	After Giving Effect to the
		Transaction, Consolidation and		Transaction, Consolidation and
		Concurrent Private Placement		Concurrent Private Placement
		Number of		Number of
Name and Municipality of	Designation	Securities Held	Percentage	Securities Held in	Percentage
Residence of Shareholder	of Class	in Escrow	of Class	Escrow	of Class
Ross McLellan(2) North Berwick, Scotland Totals	Common Shares	Nil Nil	N/A N/A	359,916(2) 359,916	1.83% 1.83%

Notes:

(1) Mr. Dobson is a member of a class of beneficiaries in Zila Corporation, but has no right to receive any benefit or to control the actions of Zila Corporation.

(2) Includes Resulting Issuer Shares held by Mr. McLellan’s spouse.

Seed Share Resale Restriction

Pursuant to Policy 5.4, certain non-Principal WGE Shareholders, upon conversion into Resulting Issuer Shares, will be subject to SSRRs. SSRRs are Exchange hold periods of various length which apply where seed shares are issued to non-Principals by private companies, and are subject to such hold periods as a result of the Qualifying Transaction. The terms of SSRRs are based on the length of time such WGE Shares have been held and the price at which such WGE Shares were originally issued.

D-12

There are ten (10) non-Principal holders of WGE Shares who will hold an aggregate 7,809,736 Resulting Issuer Shares at Closing (post-Consolidation), representing approximately 33.4% of the outstanding Resulting Issuers Shares, that will be subject to a hold period and shall be released in accordance with the following SSRR release schedule:

Auditor, Transfer Agent and Registrar

The auditor of the Resulting Issuer is expected to be Kenway Mack Slusarchuk Stewart LLP, located at Suite 1500, 333 11 Avenue SW, Calgary, Alberta, T2R 1L9.

The transfer agent and registrar of the Resulting Issuer is expected to be Alliance Trust, and each register on which transfers of the securities may be recorded is kept at its principal offices in Calgary, Alberta.

D-13

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APPENDIX E FINANCIAL STATEMENTS OF CASSOWARY CAPITAL CORPORATION LIMITED

(see attached)

The following financial statements of BIRD are included in this Appendix E:

the BIRD 2020 Interim Report;
the BIRD 2019 Annual Report; and
the BIRD 2018 Annual Report.

E-1

Cassowary Capital Corporation Limited (a Capital Pool Company)

Condensed Interim Financial Statements

As at and for the six months ended June 30, 2020 and for the six months ended June 30, 2019

(Expressed in Canadian Dollars)

(Unaudited)

Cassowary Capital Corporation Limited

Condensed Interim Statement of Financial Position

(Expressed in Canadian Dollars) (Unaudited)

(Expressed in Canadian Dollars) (Unaudited)
		June 30,		December 31,
As at		2020		2019
Assets
Current assets
Cash	$	710,183	$	741,214
	$	710,183	$	741,214
Liability and Shareholders' Equity
Current liability
Accountspayable	$	17,559	$	26,655
Shareholders' equity
Share capital (note 5)		773,071		773,071
Share based reserve		147,200		147,200
Deficit		(227,647)		(205,712)
		692,624		714,559
	$	710,183	$	741,214

Approved on behalf of the board

(signed) "Stuart Olley" Director (signed) "Gordon Chmilar" Director

The accompanying notes are an integral part of these financial statements

Cassowary Capital Corporation Limited

Condensed Interim Statement of Comprehensive Loss

(Expressed in Canadian Dollars) (Unaudited)

(Expressed in Canadian Dollars) (Unaudited)
		For the three		For the three		For the six		For the six
		months ended		months ended		months ended		months ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Expenses
Professional fees	$	13,570	$	4,965	$	14,065	$	6,760
Regulatory and filing fees		6,547		8,484		7,870		9,440
Total expenses		20,117		13,449		21,935		16,200
Net and comprehensive loss	$	20,117	$	13,449	$	21,935	$	16,200
Basic and diluted loss per share (note 6)	$	0.01	$	-	$	0.01	$	-
Weighted average number of common shares		4,000,000		4,000,000		4,000,000		4,000,000

The accompanying notes are an integral part of these financial statements

Cassowary Capital Corporation Limited

Condensed Interim Statement of Changes in Equity (Expressed in Canadian Dollars) (Unaudited)

For the six months ended June 30, 2020

For the six months ended June 30, 2020
					Share Based
	Number of				Payment
	Shares		Share Capital		Reserve		Deficit		Total
Balance, December 31, 2019	14,000,100	$	773,071	$	147,200	$	(205,712)	$	714,559
Net and comprehensive loss	-		-		-		(21,935)		(21,935)
Balance, June 30, 2020	14,000,100	$	773,071	$	147,200	$	(227,647)	$	692,624
For the six months ended June 30, 2019
					Share Based
	Number of				Payment
	Shares		Share Capital		Reserve		Deficit		Total
Balance, December 31, 2018	14,000,100	$	773,071	$	147,200	$	(161,193)	$	759,078
Net and comprehensive loss	-		-		-		(16,200)		(16,200)
Balance, June 30, 2019	14,000,100	$	773,071	$	147,200	$	(177,393)	$	742,878

The accompanying notes are an integral part of these financial statements

Cassowary Capital Corporation Limited

Condensed Interim Statement of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

For the six months ended		June 30, 2020		June 30, 2019
Operating activities
Net and comprehensive loss	$	(21,935)	$	(16,200)
Adjustment for non-cash items
Change in non-cash working capital items
Accounts payable		(9,096)		1,809
Net cash provided by (used in) operating activities		(31,031)		(14,391)
Net change in cash		(31,031)		(14,391)
Cash,beginningofperiod		741,214		772,840
Cash, end ofperiod	$	710,183	$	758,449

The accompanying notes are an integral part of these financial statements

Cassowary Capital Corporation Limited Notes to Condensed Interim Financial Statements

For the six months ended June 30, 2020 and 2019

1. Nature of operations

Cassowary Capital Corporation Limited (the "Company") was incorporated under the Business Corporations Act (Alberta) on January 31, 2018. The Company maintains its head office and registered office at 1600, 421 - 7th Avenue SW Calgary, Alberta T2P 4K9. The Company is a Capital Pool Company ("CPC") as defined pursuant to Policy 2.4 of The TSX Venture Exchange (the "TSXV").

As a CPC, the proceeds raised by the Company from the issuance of common shares may only be used to identify and evaluate businesses and assets for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Company and $210,000 may be used to cover prescribed costs of issuing common shares or administrative and general expenditures of the Company. These restrictions apply until the completion of a Qualifying Transaction by the Company as defined under the policies of the TSXV.

On June 1, 2020, the Company entered into a binding letter of intent for the proposed business combination with Western Gold Exploration Limited (“WGE”) pursuant to which the Company agreed to acquire all of the outstanding shares of WGE (the “WGE Transaction”). WGE is a private company formed under the laws of England and Wales and holds minerals rights in Argyll County in western Scotland. Upon completion of the WGE Transaction, the combined entity 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. The WGE Transaction is intended to be the Company’s “Qualifying Transaction”

The Company has not conducted commercial operations. The Company's continuing operations are dependent upon its ability to evaluate and negotiate an agreement to acquire an interest in a material asset or business within twenty-four months of listing on the TSXV. There is no assurance that the Company will be able to complete a Qualifying Transaction within twenty-four months of being listed or that it will be able to secure the necessary financing to complete a Qualifying Transaction. TSXV may suspend or delist the Company's shares from trading should it not meet these requirements.

Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon its ability to obtain additional financing. Such an acquisition will be subject to regulatory approval and, if required, shareholder approval.

2. Novel coronavirus (“COVID-19”)

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19” was declared a global pandemic by the World Health Organization on March 11, 2020. The Government of Alberta declared a State of Emergency in regards to the pandemic on March 17, 2020. Governments worldwide enacted emergency measures to combat the spread of the virus. These measures, which include public health measures requiring the closure of non-essential businesses, requesting the public to stay home as much as possible, the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

Cassowary Capital Corporation Limited Notes to Condensed Interim Financial Statements

For the six months ended June 30, 2020 and 2019

2. Novel coronavirus (“COVID-19”) (continued)

In May, 2020 the Government of Alberta began a phased relaunch relaxing of certain measures. The relaunch is conditional on the results of ongoing monitoring of testing results for COVID-19 in the province. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and the ability of the Company to complete a Qualifying Transaction.

3. Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Company's functional currency.

4. Statement of compliance

These unaudited condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting and interpretations adopted by the International Accounting Standards Board (IASB). These condensed interim financial statements follow the same accounting policies and methods of application as those used in the Company’s audited financial statements for the year end December 31, 2019.

The financial statements were approved by the Board of Directors on August 28, 2020.

5. Significant accounting policies

(a) Measurement uncertainty

The following are the financial statement items which are most impacted by estimation uncertainty and critical judgments in applying the accounting policies.

The accounting estimates for share based payments is based on the Black-Scholes option pricing model which was developed for use in estimating the fair value of traded options which are fully tradable with no vesting restrictions. This option valuation model requires the input of subjective assumptions including the expected stock price volatility. Since the Company’s options have characteristics significantly different from those of traded options and since changes in the subjective assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty.

The Company recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available to utilize the Company’s deductible temporary differences which are based on management’s judgement on the degree of future taxable profits. To the extent that future taxable profits differ significantly from the estimates impacts the amount of the deferred tax assets management judges is probable.

Cassowary Capital Corporation Limited Notes to Condensed Interim Financial Statements

For the six months ended June 30, 2020 and 2019

5. Significant accounting policies (continued)

(b) Financial instruments

Recognition

The Company recognizes financial assets and financial liabilities when it becomes party to the contractual provisions of the instrument.

Classification

Financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss on the basis of both the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. The classification of subsequently measured at amortized cost is used when the objective of the business model is hold assets and collect contractual cash flows, and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company’s cash is classified as a financial asset measured at fair value through profit and loss.

Financial liabilities are classified as subsequently measured at amortized cost, unless they meet the criteria for measurement at fair value or other prescribed measurement.

Measurement

Financial assets and financial liabilities classified as subsequently measured at amortized cost are initially measured at fair value plus or minus transaction costs that are directly attributable to the acquisition of the financial asset or issue of the financial liability. Subsequently the financial assets and liabilities are measured at amortized cost using the effective interest rate method.

Impairment

Financial assets classified as subsequently measured at amortized cost or fair value through other comprehensive income reflect the Company’s assessment of expected credit losses. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(b) Earnings per share

The Company presents basic and diluted earnings per share data for its common shares. Basic earnings per share is calculated by dividing earnings attributable to the equity shareholders by the weighted average number of common shares outstanding during the period. All of the shares held in escrow are considered contingently returnable until the Company completes a Qualifying Transaction and, accordingly, are not considered to be outstanding shares for purposes of the calculation. Diluted earnings per share are determined by adjusting the weighted average number of common shares for the dilutive effect of share based payments using the treasury stock method. Under this method, stock options, whose exercise price is less than the average market price of the Company's common shares, are assumed to be exercised and the proceeds used to repurchase common shares at the average market price for the period.

Cassowary Capital Corporation Limited Notes to Condensed Interim Financial Statements

For the six months ended June 30, 2020 and 2019

5. Significant accounting policies (continued)

(c) Income taxes

Income taxes are calculated using the liability method of tax allocation accounting. Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying value on the statement of financial position are used to calculate deferred income tax liabilities or assets. Deferred income tax liabilities or assets are calculated using tax rates anticipated to apply in the periods that the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(d) Share based compensation

Share based compensation to employees are measured at the fair value of the equity instruments granted and amortized over the vesting period. Share based payments to non-employees are measured at the fair value of the good or service received or the fair value of the equity instruments issued if it is determined that the fair value of the good or service cannot be measured reliably, and are recorded at the date the good or service is received. The corresponding amount is recorded to an equity reserve. The Company estimates the fair value of options using the Black-Scholes option pricing model.

6. Share capital

Authorized

Unlimited number of Common shares

Escrowed shares

Pursuant to an escrow agreement dated July 30, 2018 between the Company, Alliance Trust Company and certain shareholders of the Company 10,000,100 of the issued and outstanding common shares have been deposited in escrow. Upon the Company completing a Qualifying Transaction, the TSXV will issue a bulletin announcing the final acceptance, and 10% of the common shares held pursuant to the escrow agreement shall immediately be released. Every six months following the initial release an additional 15% will be released. The release of the escrowed common shares will be accelerated if the resulting issuer meets the TSXV's Tier 1 initial listing requirements either at the time the bulletin announcing the final acceptance is released or subsequently.

Stock Options

Cassowary Capital Corporation Limited Notes to Condensed Interim Financial Statements

For the six months ended June 30, 2020 and 2019

Company is a CPC, the aggregate number of Common Shares issuable upon exercise of all options granted under the Option Plan shall not exceed 10% of the Common Shares of the Company issued and outstanding at the closing of the Company's initial public offering. Such options will be exercisable for a period of up to ten years from the date of grant.

The Board of Directors determines the exercise price per common shares, the number of options granted to individual directors, officers, employees and consultants and all other terms and conditions of the options. The Plan is subject to regulatory approval.

In connection with the closing of its IPO, the Company granted the Agent a non-transferable Agent's Option to purchase 400,000 common shares a price of $0.10 per common share, with an expiry date of September 13, 2020 and incentive options to certain officers and directors to acquire, in aggregate, 1,400,000 common shares at a price of $0.10 per share each with an expiry date of September 12, 2028. All of the outstanding options are exercisable as of September 12, 2018.

7. Loss per share

Basic loss per share amounts are calculated by dividing net loss for the period attributable to ordinary equity holders of the Company by the weighted average number of common shares outstanding during the period.

As at June 30,	2020	2019
Net loss attributed to common shareholders
(numerator)	$21,935	$16,200
Effect of shares outstanding	14,000,100	14,000,100
Effect of escrowed shares	(10,000,100)	(10,000,100)
	4,000,000	4,000,000
Loss per share (basic and diluted)	$0.01	$0.00

The Company has excluded potential common share equivalents, comprised of incremental shares from stock options calculated using the treasury method from the loss per share calculation, as they were anti-dilutive.

8. Income taxes

The provision for income taxes recorded in the financial statements differs from the amount which would be obtained by applying the statutory income tax rate 25% (2019 – 27%), as follows:

For the six months ended June 30,	2020	2019
Loss for the period before income taxes	$21,935	$16,200
Anticipated income tax recovery	(5,484)	(4,374)
Change in deferred tax asset not recognized	5,484	4,374
	-	-

Cassowary Capital Corporation Limited Notes to Condensed Interim Financial Statements

For the six months ended June 30, 2020 and 2019

8. Income taxes (continued)

Deferred tax assets have not been recognized in respect of the following items:

		December 31,
As at	June 30, 2020	2019
Non-capital loss carry-forwards	$37,976	$30,012
Share issue costs	14,598	17,517
	52,574	47,529
Deferred tax asset not recognized	(52,574)	(47,529)
	-	-

The Company’s non-capital losses of $165,114 (December 31, 2019 – $130,485) expire between 2038 and 2040.

9. Financial instruments

The Company's financial instruments, consisting of cash and accounts payable, approximate fair value due to the relatively short maturities of the instruments. It is management's opinion that the Company is not exposed to significant interest, credit or currency risks arising from these instruments.

10. Capital management

The Company defines capital as total equity which was $692,624 (December 31, 2019 - $714,559). The Company's objective when managing capital is to safeguard the entity's ability to continue as a going concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in a business or assets.

The Company does not have any externally imposed capital requirements to which it is subject other than the restriction on the use of cash as referred to in Note 1.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares.

11. Subsequent events

Effective July 14, 2020, the Company entered into the Share Exchange Agreement dated July 14, 2020 among the Company, WGE and holders of a majority of the outstanding shares of WGE, being the definitive agreement contemplated by the aforementioned letter of intent and setting forth the definitive terms and conditions of the WGE Transaction.

A name change of the Company is proposed in connection with the WGE Transaction. It is also proposed that concurrent with the completion of the WGE 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 proposed name change and Consolidation will be put to the Company’s shareholders for consideration at the Company’s shareholder meeting in connection with the WGE Transaction.

On August 21, 2020 the Company completed a non-brokered private placement of Subscription Receipts of the Company representing an aggregate of 11,333,333 Subscription Receipts for gross proceeds of $1.7 million. Each Subscription Receipt has been issued at a price of $0.15.

Cassowary Capital Corporation Limited Notes to Condensed Interim Financial Statements

For the six months ended June 30, 2020 and 2019

11. Subsequent events (continued)

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 the Company and, immediately thereafter, upon completion of the WGE Transaction, will be subject to the Consolidation (assuming the Consolidation is approved by the shareholders of the Company). If the escrow release conditions are not satisfied by 4:00 pm (Calgary time) on November 30, 2020 (unless otherwise extended in accordance with the terms of the subscription receipt agreement which governs the Subscription Receipts), then the Subscription Receipts will immediately become null and void and the escrow agent shall distribute the escrowed proceeds and accrued interest to the holders of the Subscription Receipts, together with their pro rata share of interest earned thereon.

Cassowary Capital Corporation Limited (a Capital Pool Company)

Financial Statements

For the Year ended December 31, 2019 and the Period from Incorporation ��January 31, 2018 to December 31, 2018

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Independent Auditors’ Report

To: The Shareholders of Cassowary Capital Corporation Limited

Opinion

We have audited the financial statements of Cassowary Capital Corporation Limited (the “Company”), which comprise the statements of financial position as at December 31, 2019 and 2018 and the statements of comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information Other than the Financial Statements and Auditors' Report Thereon

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditors' report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditors' report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged With Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

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Independent Auditors’ Report (continued)

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this Independent Auditors' report is Roland Bishop, CPA, CA.

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April 29, 2020 Calgary, Alberta

Chartered Professional Accountants

Cassowary Capital Corporation Limited

Statement of Financial Position

As at December 31,		2019		2018
Assets
Current assets
Cash	$	741,214	$	772,840
	$	741,214	$	772,840
Liability and Shareholders' Equity
Current liability
Accountspayable	$	26,655	$	13,762
Shareholders' equity
Share capital (note 5)		773,071		773,071
Share based reserve		147,200		147,200
Deficit		(205,712)		(161,193)
		714,559		759,078
	$	741,214	$	772,840

Approved on behalf of the board

(signed) "Stuart Olley" Director (signed) "Gordon Chmilar" Director

The accompanying notes are an integral part of these financial statements

Cassowary Capital Corporation Limited

Statement of Comprehensive Loss

				Period from
			Incorporation on
		For the Year	January 31, 2018
	ended December		to	December 31,
		31, 2019		2018
Expenses
Professional fees	$	32,440	$	10,886
Regulatory and filing fees		12,079		24,307
Share based compensation		-		126,000
Total expenses		44,519		161,193
Net and comprehensive loss	$	44,519	$	161,193
Basic and diluted loss per share (note 6)	$	0.01	$	0.09
Weighted average number of common shares		4,000,�00		1,844,311

The accompanying notes are an integral part of these financial statements

Cassowary Capital Corporation Limited

Statement of Changes in Equity

For the Year ended December 31, 2019

				Share Based	Share Based
	Number of				Payment
	Shares	Share Capital			Reserve		Deficit		Total
Balance, December 31, 2018	14,000,100	$	773,071	$	147,200	$	(161,193)	$	759,078
Net and comprehensive loss	-		-		-		(44,519)		(44,519)
Balance, December 31, 2019	14,000,100	$	773,071	$	147,200	$	(205,712)	$	714,559

Period from Incorporation on January 31, 2018 to December 31, 2018

				Share Based	Share Based
	Number of				Payment
	Shares	Share Capital			Reserve		Deficit		Total
Balance, January 30, 2018	-	$	-	$	-	$	-	$	-
Net and comprehensive loss	-		-		-		(161,193)		(161,193)
Issuance of common shares	14,000,100		900,005		-		-		900,005
Agent's and directors' options	-		-		147,200		-		147,200
Offering costs	-		(126,934)		-		-		(126,934)
Balance, December 31, 2018	14,000,100	$	773,071	$	147,200	$	(161,193)	$	759,078

The accompanying notes are an integral part of these financial statements

Cassowary Capital Corporation Limited

Statement of Cash Flows

				Period from
				Incorporation on
	For the Year ended		January 31, 2018 to
	December 31, 2019		December 31, 2018
Operating activities
Net and comprehensive loss	$	(44,519)	$	(161,193)
Adjustment for non-cash items
Share based compensation		-		126,000
Change in non-cash working capital items
Accounts payable		12,893		13,762
Net cash provided by (used in) operating activities		(31,626)		(21,431)
Financing activities
Issuance of share capital		-		900,005
Issuance costs		-		(105,734)
Net cash provided by financing activities		-		794,271
Net change in cash	$	(31,626)	$	772,840
Cash, beginning ofyear/period		772,840		-
Cash, end ofyear/period	$	741,214	$	772,840

The accompanying notes are an integral part of these financial statements

Cassowary Capital Corporation Limited Notes to the Financial Statements

For the Year ended December 31, 2019 and the Period from Incorporation on January 31, 2018 to December 31, 2018

1. Nature of operations

2. Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Company's functional currency.

3. Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations adopted by the International Accounting Standards Board (IASB).

The financial statements were approved by the Board of Directors on April 29, 2020.

Cassowary Capital Corporation Limited Notes to the Financial Statements

For the Year ended December 31, 2019 and the Period from Incorporation �� January 31, 2018 to December 31, 2018

4. Significant accounting policies

(a) Measurement uncertainty

The following are the financial statement items which are most impacted by estimation uncertainty and critical judgments in applying the accounting policies.

(b) Financial instruments

Recognition

The Company recognizes financial assets and financial liabilities when it becomes party to the contractual provisions of the instrument.

Classification

The Company’s cash is classified as a financial asset measured at fair value through profit and loss.

Financial liabilities are classified as subsequently measured at amortized cost, unless they meet the criteria for measurement at fair value or other prescribed measurement.

Measurement

Cassowary Capital Corporation Limited Notes to the Financial Statements

For the Year ended December 31, 2019 and the Period from Incorporation from January 31, 2018 to December 31, 2018

4. Significant accounting policies (continued)

(b) Financial instruments (continued)

Impairment

(c) Earnings per share

(d) Income taxes

(e) Share based compensation

Cassowary Capital Corporation Limited Notes to the Financial Statements

For the Year ended December 31, 2019 and the Period from Incorporation �� January 31, 2018 to December 31, 2018

5. Share capital

Authorized

Unlimited number of Common shares

Share issuance detail

On January 31 and April 30, 2018, the Company issued for cash consideration, 100 and 10,000,000 common shares respectively, at a price of $0.05 per share, for total gross proceeds of $500,005. On September 6, 2018 the Company closed its initial public offering (“IPO”) and issued for cash consideration 4,000,000 common shares, at a price of $0.10 per share, for total gross proceeds of $400,000.

Escrowed shares

Stock Options

The Company has adopted an incentive stock option plan which provides that the Board of Directors may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and consultants to the Company, non transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares. However, other than in connection with a Qualifying Transaction, during the time that the Company is a CPC, the aggregate number of Common Shares issuable upon exercise of all options granted under the Option Plan shall not exceed 10% of the Common Shares of the Company issued and outstanding at the closing of the Company's initial public offering. Such options will be exercisable for a period of up to ten years from the date of grant.

Cassowary Capital Corporation Limited Notes to the Financial Statements

For the Year ended December 31, 2019 and the Period from Incorporation on January 31, 2018 to December 31, 2018

5. Share capital (continued)

The fair value of the Agent’s options and incentive options granted the period from Incorporation from January 31, 2018 to December 31, 2018 were estimated at the date of grant using the Black-Scholes option pricing model on the following assumptions:

	Agent’s Option	Incentive Options
Dividend yield	0%	0%
Expected volatility	100%	100%
Risk-free interest rate	2.11%	2.29%
Forfeiture rate	0%	0%
Fair value per option	$0.05	$0.09

6. Loss per share

As at December 31,	2019	2018
Net loss attributed to common shareholders
(numerator)	$44,519	$161,193
Effect of shares outstanding	14,000,100	9,179,741
Effect of escrowed shares	(10,000,100)	(7,335,430)
	4,000,000	1,844,311
Loss per share (basic and diluted)	$0.01	$0.09

7. Related party transactions

Gowling WLG (Canada) LLP, a law firm of which three directors and shareholders of the Company are partners of such law firm are related through common management. During the year ended December 31, 2019, the Company incurred expenses of $22,272 related to legal services received. These fees, disbursements and taxes were expensed.

During the period from incorporation on January 31, 2018 to December 31, 2018, the Company incurred expenses of $31,365 related to legal services (including disbursements and taxes). These fees, disbursements and taxes were included in share issue costs.

At December 31, 2019, $19,529 (2018 - $nil) is payable to Gowling WLG (Canada) LLP and is included in accounts payable.

Cassowary Capital Corporation Limited Notes to the Financial Statements

For the Year ended December 31, 2019 and the Period from Incorporation on January 31, 2018 to December 31, 2018

8. Income taxes

The provision for income taxes recorded in the financial statements differs from the amount which would be obtained by applying the statutory income tax rate 26.5% (2018 - 27%), as follows:

As at December 31,	2019	2018
Loss for the year before income taxes	$44,519	$161,193
Anticipated income tax recovery	(11,798)	(43,522)
Share base compensation	-	34,020
Share issue costs	-	(34,272)
Change in rates	8,043	-
Change in deferred tax asset not recognized	3,755	43,774
	-	-

Deferred tax assets have not been recognized in respect of the following items:

As at December 31,	2019	2018
Non-capital loss carry-forwards	$30,012	$16,356
Share issue costs	17,517	27,418
	47,529	43,774
Deferred tax asset not recognized	(47,529)	(43,774)
	-	-

The Company’s non-capital losses of $130,485 (2018 – $60,579) expire between 2038 and 2039.

9. Financial instruments

10. Capital management

The Company defines capital as total equity which was $714,559 (2018 - $759,078). The Company's objective when managing capital is to safeguard the entity's ability to continue as a going concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in a business or assets.

The Company does not have any externally imposed capital requirements to which it is subject other than the restriction on the use of cash as referred to in Note 1.

Cassowary Capital Corporation Limited Notes to the Financial Statements

For the Year ended December 31, 2019 and the Period from Incorporation on January 31, 2018 to December 31, 2018

11. Subsequent events

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, was declared a global pandemic by the World Health Organization and governments worldwide have enacted emergency measures to combat the spread of the virus. These measures, which include public health measures requesting the public to stay home as much as possible, the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets and oil prices have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and the ability of the Company to identify and complete a Qualifying Transaction.

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Independent Auditors’ Report

To: The Shareholders of Cassowary Capital Corporation Limited

We have audited the financial statements of Cassowary Capital Corporation Limited (the “Company”), which comprise the statement of financial position as at December 31, 2018 and the statements of comprehensive loss, changes in equity and cash flows from incorporation on January 31, 2018 to December 31, 2018, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018, and its financial performance and its cash flows from incorporation on January 31, 2018 to December 31, 2018 in accordance with International Financial Reporting Standards.

Basis for Opinion

Information Other than the Financial Statements and Auditors' Report Thereon

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of Management and Those Charged With Governance for the Financial Statements

Those charged with governance are responsible for overseeing the Company's financial reporting process.

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Independent Auditors’ Report (continued)

Auditors’ Responsibilities for the Audit of the Financial Statements

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

The engagement partner on the audit resulting in this Independent Auditors' report is Roland Bishop, CPA, CA.

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April 30, 2019 Calgary, Alberta

Chartered Professional Accountants, Chartered Accountants

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APPENDIX F MANAGEMENT’S DISCUSSION AND ANALYSIS OF CASSOWARY CAPITAL CORPORATION LIMITED

(see attached)

The following MD&A of BIRD are included in this Appendix F:

the BIRD 2020 Interim MD&A;
the BIRD 2019 Annual MD&A; and
the BIRD 2018 Annual MD&A.

F-1

Cassowary Capital Corporation Limited (a Capital Pool Company)

Management Discussion and Analysis for the three and six months ended June 30, 2020

The following management’s discussion and analysis (“ MD&A ”) should be read in conjunction with Cassowary Capital Corporation Limited’s (the “ Company ”) unaudited condensed interim financial statements and notes thereto as at and for the three and six months ended June 30, 2020 (the “ interim financial statements ”) and the audited financial statements for the year ended December 31, 2019 and related notes. This MD&A was prepared by management of the Company, and was approved by the Board of Directors on August 28, 2020. Additional information relating to the Company is available on SEDAR at www.sedar.com.

BASIS OF PRESENTATION

This MD&A and the interim financial statements have been prepared in Canadian dollars, unless otherwise indicated, and in accordance with International Financial Reporting Standards (“ IFRS ”).

FORWARD-LOOKING INFORMATION

Certain statements contained in this document constitute “forward-looking information”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, used by any of the Company’s management, are intended to identify forward-looking information. Such statements reflect the Company’s forecasts, estimates and expectations, as they relate to the Company’s current views based on their experience and expertise with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forwardlooking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments unless required by law.

CORPORATE PROFILE AND OVERALL PERFORMANCE

Incorporation and Initial Public Offering

The Company was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on January 31, 2018. The Company maintains its head office and registered office at 1600, 421 - 7th Avenue SW Calgary, Alberta T2P 4K9. The Company is a “Capital Pool Company (“ CPC ”) as defined pursuant to Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”) of the TSX Venture Exchange (the “ TSXV ”).

On January 31 and April 30, 2018, the Company issued for cash consideration, 100 and 10,000,000 common shares respectively, at a price of $0.05 per share, for total gross proceeds of $500,005.

Company agreed to issue the 4,000,000 common shares at a price of $0.10 per share (the “ Offering ”) and the Company appointed the IPO Agent as its agent for the Offering.

On September 6, 2018 the Company completed the Offering, raising gross proceeds of $400,000. The common shares of the Company commenced trading on the TSXV on September 12, 2018 under symbol “BIRD.P”.

The Company paid the IPO Agent, a cash commission of $40,000 in connection with the Offering; a corporate finance fee of $15,000; and reimbursement for certain expenses (including legal fees plus disbursements and applicable taxes). The IPO Agent was also granted a non-transferable Agent's Option to purchase 400,000 common shares at a price of $0.10 per common share, which will expire 24 months from the date of issuance.

The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein within twenty-four months of listing on the TSXV. The purpose of such an acquisition is to satisfy the related conditions of a “Qualifying Transaction” under Policy 2.4. The Company has no assets other than cash held in trust. The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s length transaction, of the majority of the minority shareholders.

Proposed Qualifying Transaction with Western Gold Exploration Limited

On June 1, 2020, the Company entered into a binding letter of intent for the proposed business combination with Western Gold Exploration Limited (“ WGE ”) pursuant to which the Company agreed to acquire all of the outstanding shares of WGE (the “ WGE Transaction ”). WGE is a private company formed under the laws of England and Wales and holds minerals rights in Argyll County in western Scotland. Upon completion of the WGE 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. The WGE Transaction is intended to be the Company’s “Qualifying Transaction” (as such term is defined in the policies of the TSXV).

A name change of the Company is proposed in connection with the WGE Transaction. It is also proposed that concurrent with the completion of the WGE 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) preconsolidation shares (the “ Consolidation ”). A special resolution for the approval of the proposed name change and Consolidation will be put to the Company’s shareholders for consideration at the Company’s shareholder meeting in connection with the WGE Transaction.

(1) common share of the Company and, immediately thereafter, upon completion of the WGE Transaction, will be subject to the Consolidation (assuming the Consolidation is approved by the shareholders of the Company). If the escrow release conditions are not satisfied by 4:00 pm (Calgary time) on November 30, 2020 (unless otherwise extended in accordance with the terms of the subscription receipt agreement which governs the Subscription Receipts), then the Subscription Receipts will immediately become null and void and the escrow agent shall distribute the escrowed proceeds and accrued interest to the holders of the Subscription Receipts, together with their pro rata share of interest earned thereon.

The WGE Transaction as proposed is a related party transaction (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ), and as a result a meeting of the shareholders of the Company is required to, among other things, approve the WGE Transaction.

The Company continues to work diligently to advance the WGE Transaction and obtain the necessary approvals to complete the WGE Transaction.

Proposed Qualifying Transaction with Lobo and Cancellation

The Company entered into a non-binding letter of intent (“ Lobo LOI ”) with Lobo Genetics Inc. (" Lobo ") dated November 20, 2018, pursuant to which the parties thereto would complete a transaction that would result in a reverse takeover of the Company by Lobo (the " Lobo Acquisition "). The Company intended for the Lobo Acquisition to constitute its Qualifying Transaction.

On May 29, 2019, the Company terminated the Lobo LOI and announced it would no longer be proceeding with the proposed Lobo Acquisition. No deposit or cash advance was made by the Company to Lobo in connection with the proposed Lobo Acquisition.

Grant of Stock Options

Upon closing of the IPO Offering, the Company granted 1,400,000 incentive stock options to its director and officers which are exercisable within 10 years from the date of the grant at an exercise price of $0.10 per share.

RESULTS OF OPERATIONS

As at the date of this report, the Company was a CPC. Accordingly, the Company has not recorded any revenues, and depends upon share issuances to fund its administrative expenses.

Selected Financial Highlights

Summarized selected financial information with respect to the Company for the most recent eight quarters is as follows:

	June 30,	Mar. 31,	Dec. 31,	Sept. 30,	June 30,	Mar. 31,	Dec. 31,	Sept. 30,
	2020 /	2020 /	2019 /	2019 /	2019 /	2019 /	2018 /	2018 /
	2020 Q2	2020 Q1	2019 Q4	2019 Q3	2019 Q2	2019 Q1	2018 Q4	2018 Q3
Description
Total Revenue Total Expenses	- $20,117	- $1,818	- $25,149 $25,149	- $3,170 $3,170	- $13,449 $13,449	- $2,751 $2,751	- $24,106 $24,106	- $137,087 $137,087
Net and comprehensive loss	$20,117	$1,818

	June 30,	Mar. 31,	Dec. 31,	Sept. 30,	June 30,	Mar. 31,	Dec. 31,	Sept. 30,
	2020 /	2020 /	2019 /	2019 /	2019 /	2019 /	2018 /	2018 /
	2020 Q2	2020 Q1	2019 Q4	2019 Q3	2019 Q2	2019 Q1	2018 Q4	2018 Q3
Description
Earnings (Loss) per Share-Basic and Diluted Weighted average shares outstanding	($0.01) 4,000,000	$0.00 4,000,000	($0.01) 4,000,000	$0.00 4,000,000	$0.00 4,000,000	$0.00 4,000,000	($0.01) 4,000,000	($0.14) 977,778

	As at June	As at Mar.	As at Dec.	As at Sept.	As at June	As at Mar.	As at Dec.	As at Sept.
	31, 2020	31, 2020	31, 2019	30, 2019	30, 2019	31, 2019	31, 2018	30, 2018
Total Assets Total Short Term Liabilities Shareholders’ Equity Shares outstanding	$710,183 $17,559 $692,624 14,000,100	$719,838 $7,097 $712,741 14,000,100	$741,214 $26,655 $714,559 14,000,100	$740,787 $1,079 $739,708 14,000,100	$758,449 $15,571 $742,878 14,000,100	$771,146 $14,819 $756,327 14,000,100	$772,840 $13,762 $759,078 14,000,100	$780,830 $9,741 $771,089 14,000,100

Discussion of Operations

During the six-month period ended June 30, 2020 the Company had a net loss and comprehensive loss of $21,935 (six-month period ended June 30, 2019 - $16,200), related to professional fees and regulatory and filing fees.

During the three-month period ended June 30, 2020 the Company had a net loss and comprehensive loss of $20,117 (three-month period ended June 30, 2019 - $13,449), related to professional fees and regulatory and filing fees.

Currently the only assets of the Company are cash.

In the future, the Company will incur expenses as it identifies and evaluates potential companies, assets or business for a Qualifying Transaction.

DISCLOSURE OF OUTSTANDING SHARE DATA

As at the date of this MD&A, the Company has 14,386,600 common shares outstanding.

Pursuant to an escrow agreement dated July 30, 2018 between the Company, Alliance Trust Company and certain shareholders of the Company, 10,000,100 of the issued and outstanding common shares have been deposited in escrow. Upon the Company completing a Qualifying Transaction, the TSXV will issue a bulletin announcing the final acceptance, and 10% of the common shares held pursuant to the escrow agreement shall immediately be released. Every six months following the initial release an additional 15% will be released. The release of the escrowed common shares will be accelerated if the resulting issuer meets the TSXV's Tier 1 initial listing requirements either at the time the bulletin announcing the final acceptance is released or subsequently.

As at the date of this MD&A, the Company has outstanding options that are exercisable pursuant to the: (i) September 7, 2018 grant of Agent’s Options to purchase 400,000 common shares and (ii) grant of incentive options to certain officers and directors to acquire, in aggregate, 1,400,000 common shares.

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2020, the Company had cash of $710,183 (December 31, 2019 - $741,214) and working capital of $692,624 (December 31, 2019 - $714,559).

The balance in cash is from the proceeds of: (i) $500,005 following the issuance of 10,000,100 common shares of the Company pursuant to its seed share financing; and (ii) $400,000 following the issuance of 4,000,000 common shares of the Company pursuant to its IPO Offering.

Management believes the Company has sufficient funds on hand to meet anticipated administrative and other related expenditures.

As a CPC, the Company is subject to externally imposed capital requirements as outlined in Policy 2.4 and summarized below:

No salary, consulting, management fees or similar remuneration of any kind may be paid directly or indirectly to a related party of the Company or a related party of a Qualifying Transaction;
Gross proceeds realized from the sale of all securities issued by a CPC may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a Qualifying Transaction;
No more than the lesser of $210,000 and 30% of the gross proceeds from the sale of securities issued by a CPC may be used for purposes other than to identify and evaluate a Qualifying Transaction;
After the completion of its initial public offering and until the completion of a Qualifying Transaction, a CPC may not issue any securities unless written acceptance of the TSXV is obtained before the issuance of the securities.

OFF-BALANCE SHEET ARRANGEMENTS

As at June 30, 2020, and up to the date of this MD&A, the Company had no off-balance sheet arrangements.

TRANSACTIONS BETWEEN RELATED PARTIES

Gowling WLG (Canada) LLP, a law firm of which three directors and shareholders of the Company are partners of such law firm are related through common management. During the six months ended June 30, 2020, the Company incurred expenses of $12,385 (six months ended June 30, 2019 - $2,743) related to legal services received.

PROPOSED TRANSACTIONS

As at June 30, 2020, and up to the date of this MD&A, there were no proposed transactions of the Company, other than as disclosed herein.

CRITICAL ACCOUNTING ESTIMATES & CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the period. It is management's opinion that there are no significant estimates that affected the reported amounts as at or for the period ended June 30, 2020.

Notes to the interim financial statements are available on SEDAR at www.sedar.com.

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

There are no accounting standards that have been issued but have future effective dates that are expected to have a material effect on the Company’s financial statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents and accounts payable. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

RISKS AND UNCERTAINTIES

The Company is a Capital Pool Company as that term is defined in Policy 2.4. The Company is actively working to identify assets or businesses in order to complete a Qualifying Transaction. During this time, the Company will have no source of recurring income.

If the Company fails to complete its Qualifying Transaction within 24 months from its listing date, the TSXV could suspend or delist the common shares of the Company. In the event that the Company does not complete its Qualifying Transaction within the time specified by the TSXV, an interim cease trade order may be issued against the Company's securities by the securities regulatory authorities and the Company’s securities may be suspended from trading on, or delisted from, the TSXV.

Although management of the Company will be working to identify a Qualifying Transaction, there is no assurance that a Qualifying Transaction will be entered into or be completed within the specified time, or at all. Nor can there be an assurance that the Company will be able to obtain additional financing in the future on terms acceptable to the Company or at all.

The Company is relying solely on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Company. In such event, the Company will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.

Completion of the Qualifying Transaction is subject to a number of conditions, including acceptance by the TSXV and in the case of a non-arm’s Length Qualifying Transaction, majority of minority approval.

Please also refer to the section entitled "Risk Factors" in the Company's Prospectus for an Initial Public Offering, dated July 30, 2018, available on SEDAR at www.sedar.com.

On behalf of the Board of Directors,

“ Gordon Chmilar ” Director and Chief Financial Officer Calgary, Alberta August 28, 2020

Cassowary Capital Corporation Limited (a Capital Pool Company)

Management Discussion and Analysis for the year ended December 31, 2019

The following management’s discussion and analysis (“ MD&A ”) should be read in conjunction with Cassowary Capital Corporation Limited’s (the “ Company ”) audited financial statements for the year ended December 31, 2019 and the period from incorporation on January 31, 2018 to December 31, 2019, and related notes (the “ financial statements ”). This MD&A was prepared by management of the Company, and was approved by the Board of Directors on April 29, 2020. Additional information relating to the Company is available on SEDAR at www.sedar.com.

BASIS OF PRESENTATION

This MD&A and the financial statements have been prepared in Canadian dollars, unless otherwise indicated, and in accordance with International Financial Reporting Standards (“ IFRS ”).

FORWARD-LOOKING INFORMATION

CORPORATE PROFILE AND OVERALL PERFORMANCE

On January 31 and April 30, 2018, the Company issued for cash consideration, 100 and 10,000,000 common shares respectively, at a price of $0.05 per share, for total gross proceeds of $500,005.

On July 30, 2018 and in connection with its initial public offering and listing on the TSXV, the Company filed a Prospectus with the Alberta Securities Commission, Ontario Securities Commission, and British Columbia Securities Commission to issue 4,000,000 common shares at a price of $0.10 per share. Pursuant to an Agency Agreement between the Corporation and Richardson GMP Limited (the “ IPO Agent ”), the Company agreed to issue the 4,000,000 common shares at a price of $0.10 per share (the “ Offering ”) and the Company appointed the IPO Agent as its agent for the Offering.

Proposed Qualifying Transaction and Cancellation

On November 20, 2018, the Company entered into a non-binding letter of intent (“ LOI ”) with Lobo Genetics Inc. (" Lobo ", and together with the Company, the " Parties "), pursuant to which the Parties sought to complete a transaction that would have resulted in a reverse takeover of the Company by Lobo (the " Acquisition ").

The Company intended for the Acquisition to constitute its Qualifying Transaction (as such term is defined in the policies of the TSXV).

On May 29, 2019, the Company terminated the LOI and announced it would no longer be proceeding with the proposed Acquisition. No deposit or cash advance was made by the Company to Lobo in connection with the proposed Acquisition.

The Company is now evaluating other acquisition opportunities with a view to completing a Qualifying Transaction.

Grant of Stock Options

RESULTS OF OPERATIONS

As at the date of this report, the Company was a CPC. Accordingly, the Company has not recorded any revenues, and depends upon share issuances to fund its administrative expenses.

Selected Financial Highlights

Summarized selected financial information with respect to the Company for the most recent quarters is as follows:

Description	Dec. 31, 2019 /	Sept. 30, 2019 /	June 30, 2019 /	Mar. 31, 2019 /	Dec. 31, 2018 /	Sept. 30, 2018 /	June 30, 2018 /
	2019 Q4	2019 Q3	2019 Q2	2019 Q1	2018 Q4	2018 Q3	2018 Q2
	(in CAD$,	(in CAD$,	(in CAD$,	(in CAD$,	(in CAD$,	(in CAD$,	(in CAD$,
	except share	except share	except share	except share	except share	except share	except share
	amounts)	amounts)	amounts)	amounts)	amounts)	amounts)	amounts)
Total Revenue Total Expenses Net and comprehensive loss Earnings (Loss) per Share-Basic and Diluted Weighted average shares outstanding	- $25,149 $25,419 ($0.01) 4,000,000	- $3,170 $3,170 $0.00 4,000,000	- $13,449 $13,449 $0.00 4,000,000	- $2,751 $2,751 $0.00 4,000,000	- $24,106 $24,106 ($0.01) 4,000,000	- $137,087 $137,087 ($0.14) 977,778	- $12,095 $12,095 $0.00 0

	As at Dec. 31,	As at Sept. 30,	As at June 30,	As at Mar. 31,	As at Dec. 31,	As at Sept. 30,	As at June 30,
	2019 (in CAD$,	2019 (in CAD$,	2019 (in CAD$,	2019 (in CAD$,	2018 (in CAD$,	2018 (in CAD$,	2018 (in CAD$,
	except share	except share	except share	except share	except share	except share	except share
	amounts)	amounts)	amounts)	amounts)	amounts)	amounts)	amounts)
Total Assets	$741,214 $26,655 $714,559 14,000,100	$740,787 $1,079 $739,708 14,000,100	$758,449 $15,571 $742,878 14,000,100	$771,146 $14,819 $756,327 14,000,100	$772,840 $13,762 $759,078 14,000,100	$780,830 $9,741 $771,089 14,000,100	$488,910 $6,000 $482,910 10,000,100
Total Short Term Liabilities
Shareholders’ Equity
Shares outstanding

Discussion of Operations

During the year ended December 31, 2019, the Company had a net and comprehensive loss of $44,519 (period from incorporation on January 31, 2018 to December 31, 2018 - $161,193), related to professional fees and regulatory and filing fees.

Currently the only assets of the Company are cash.

In the future, the Company will incur expenses as it identifies and evaluates potential companies, assets or business for a Qualifying Transaction.

DISCLOSURE OF OUTSTANDING SHARE DATA

As at the date of this MD&A, the Company has 14,000,100 common shares outstanding.

Pursuant to an escrow agreement dated July 30, 2018 between the Company, Alliance Trust Company and certain shareholders of the Company all of the issued and outstanding common shares have been deposited in escrow. Upon the Company completing a Qualifying Transaction, the TSXV will issue a bulletin announcing the final acceptance, and 10% of the common shares held pursuant to the escrow agreement shall immediately be released. Every six months following the initial release an additional 15% will be released. The release of the escrowed common shares will be accelerated if the resulting issuer meets the TSXV's Tier 1 initial listing requirements either at the time the bulletin announcing the final acceptance is released or subsequently.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2019, the Company had cash of $741,214 (2018 - $772,840) and working capital of $714,559 (2018 - $759,078).

Management believes the Company has sufficient funds on hand to meet anticipated administrative and other related expenditures.

As a CPC, the Company is subject to externally imposed capital requirements as outlined in Policy 2.4 and summarized below:

No salary, consulting, management fees or similar remuneration of any kind may be paid directly or indirectly to a related party of the Company or a related party of a Qualifying Transaction;
Gross proceeds realized from the sale of all securities issued by a CPC may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a Qualifying Transaction;
No more than the lesser of $210,000 and 30% of the gross proceeds from the sale of securities issued by a CPC may be used for purposes other than to identify and evaluate a Qualifying Transaction;
After the completion of its initial public offering and until the completion of a Qualifying Transaction, a CPC may not issue any securities unless written acceptance of the TSXV is obtained before the issuance of the securities.

OFF-BALANCE SHEET ARRANGEMENTS

As at December 31, 2019, and up to the date of this MD&A, the Company had no off-balance sheet arrangements.

TRANSACTIONS BETWEEN RELATED PARTIES

At December 31, 2019, $19,529 (2018 - $nil) is payable to Gowling WLG (Canada) LLP and is included in accounts payable.

PROPOSED TRANSACTIONS

As at December 31, 2019, and up to the date of this MD&A, there were no proposed transactions of the Company, other than as disclosed herein.

CRITICAL ACCOUNTING ESTIMATES & CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Notes to the financial statements of the Company for the year ended December 31, 2019 are available on SEDAR at www.sedar.com.

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

There are no accounting standards that have been issued but have future effective dates that are expected to have a material effect on the Company’s financial statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments consist of cash and accounts payable. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

RISKS AND UNCERTAINTIES

In addition, since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, was declared a global pandemic by the World Health Organization and governments worldwide have enacted emergency measures to combat the spread of the virus. These measures, which include public health measures requesting the public to stay home as much as possible, the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets and oil prices have experienced significant volatility and weakness. Governments and central banks have reacted with

significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and the ability of the Company to identify and complete a Qualifying Transaction.

Please also refer to the section entitled "Risk Factors" in the Company's Prospectus for an Initial Public Offering, dated July 30, 2018, available on SEDAR at www.sedar.com.

On behalf of the Board of Directors,

“ Gordon Chmilar ” Director and Chief Financial Officer Calgary, Alberta April 29, 2020

Cassowary Capital Corporation Limited (a Capital Pool Company)

Management Discussion and Analysis from incorporation on January 31, 2018 to December 31, 2018

The following management’s discussion and analysis (“ MD&A ”) should be read in conjunction with Cassowary Capital Corporation Limited’s (the “ Company ”) audited financial statements for the period from incorporation on January 31, 2018 to December 31, 2018 and related notes (the “ financial statements ”). This MD&A was prepared by management of the Company, and was approved by the Board of Directors on April 30, 2019. Additional information relating to the Company is available on SEDAR at www.sedar.com.

BASIS OF PRESENTATION

This MD&A and the financial statements have been prepared in Canadian dollars, unless otherwise indicated, and in accordance with International Financial Reporting Standards (“ IFRS ”).

FORWARD-LOOKING INFORMATION

CORPORATE PROFILE AND OVERALL PERFORMANCE

On January 31 and April 30, 2018, the Company issued for cash consideration, 100 and 10,000,000 common shares respectively, at a price of $0.05 per share, for total gross proceeds of $500,005.

Proposed Qualifying Transaction

The Company has entered into a non-binding letter of intent (“ LOI ”) with Lobo Genetics Inc. (" Lobo ", and together with the Company, the " Parties ") dated November 20, 2018, pursuant to which the Parties will complete a transaction that will result in a reverse takeover of the Company by Lobo (the " Acquisition ").

The Company intends for the Acquisition to constitute its Qualifying Transaction (as such term is defined in the policies of the TSXV). The Resulting Issuer (as such term is defined in the policies of the TSXV) intends to list as a Tier 2 Technology Issuer, subject to meeting the Initial Listing Requirements of the TSXV following the Qualifying Transaction.

Lobo is a privately-held healthcare technology company that was incorporated under the Canada Business Corporations Act on June 11, 2018 and has been engaged in its business continuously since incorporation.

Lobo helps ensure a safer cannabis experience through genetics. Consumers and patients can gain rapid, actionable insights into their personal response to cannabis, based on their genetic profile. Lobo's portable Cube DNA platform (the " Cube ") tests an individual's DNA for genetic markers related to cannabis metabolism, risk and impairment: (a) reduced ability to metabolize THC and CBD; (b) increased acute psychotomimetic effects and long-term risk of cannabis-induced psychosis; and (c) neurocognitive impairment including short-term memory loss. Test samples are collected using a simple, non-invasive cheek swab. The Cube requires minimal training and provides results in under an hour. At only 4 inches cubed, it can be deployed in clinics, pharmacies and retail outlets. With applications across the recreational, medical and clinical space, Lobo is bringing the science of cannabis genetic testing to everyone.

Lobo has obtained an exclusive, perpetual, worldwide license, from Spartan Bioscience Inc., an Ottawabased biotechnology and life sciences company, to use the Cube, and related intellectual property controlled by Spartan Bioscience, for cannabis-related applications.

It is currently anticipated that the Acquisition would be completed by way of a three-cornered amalgamation or other similar form of acquisition transaction as agreed to by the Parties, which will result in each Lobo share being exchanged for one post-consolidation Resulting Issuer share (the " Resulting Shares "). In connection with the Acquisition, each outstanding option, warrant and convertible security of Lobo will be exchanged for options, warrants or convertible securities of the Resulting Issuer, as applicable, on substantially the same economic terms and conditions as the existing options, warrants and convertible securities of Lobo. The Resulting Issuer would be expected to continue Lobo's current operations.

The LOI contemplates the negotiation and execution of a binding definitive agreement, which will be subject to a number of conditions precedent, including, but not limited to:

Lobo having completed the Offering (as defined below);

the Company having completed a consolidation of its outstanding common shares to be effective immediately prior to completion of the Acquisition and based on the final terms of the Offering and as agreed to between the Parties;
the Company having changed its name to "Lobo Genetics Inc.", or such other name as agreed between the Parties immediately prior to completion of the Acquisition;
approval of the Acquisition by the boards of directors and shareholders of each of Lobo and the Company, as applicable; and
receipt of all required consents, waivers and approvals from the TSXV, any securities regulatory authority and any other necessary third parties.

Concurrent Private Placement Financing

Lobo has also entered into an engagement letter with Echelon Wealth Partners Inc. (" Echelon " as the " Lead Agent ") pursuant to which the Lead Agent, on behalf of a syndicate of agents including Haywood Securities Inc., PI Financial Corp. and Beacon Securities Limited (together with the Lead Agent, the " Agents "), will undertake a brokered private placement of subscription receipts of Lobo (the " Subscription Receipts ") to raise aggregate gross proceeds of up to $10,000,000 (the " Concurrent Offering "). The issue price per Subscription Receipt shall be determined in the context of the market at the time of the Concurrent Offering (the " Issue Price ").

Upon closing of the Concurrent Offering, the aggregate subscription proceeds of the Concurrent Offering less: (i) fifty percent (50%) of the Cash Fee (as defined below); and (ii) the expenses of the Agents incurred in connection with the Offering incurred up to the Closing Date (the " Escrowed Proceeds "), shall be placed in escrow with a Canadian trust company (the " Escrow Agent ") mutually acceptable to Echelon and Lobo.

Upon satisfaction or waiver of the Escrow Release Conditions (as defined below), the Escrow Agent will release the Escrowed Proceeds to Lobo, less the escrowed portion of the Cash Fee and any additional expenses of the Agents incurred after the Closing Date, which will be released to Echelon (on behalf of the Agents).

Each Subscription Receipt issued in connection with the Concurrent Offering shall be deemed to be automatically exercised, without further action on the part of the holder thereof, into one unit of Lobo, comprised of (a) one Lobo voting common share (each, a " Lobo Share ") and (b) a one-half of one warrant to purchase one Lobo voting common share (each whole warrant, a " Lobo Warrant ") for a period of 24 months following the completion of the Concurrent Offering, subject to accelerated vesting and upon satisfaction of certain conditions (the “ Escrow Release Conditions ”).

Upon the completion of the Acquisition, (a) the Lobo Shares shall be immediately exchanged for Resulting Shares; and (b) the Lobo Warrants will be exchanged for warrants to purchase Resulting Shares for a period of 24 months following the completion of the Acquisition.

In the event that the Escrow Release Conditions are not completed prior to 5:00 p.m. (Toronto time) on the date that is 120 days after the closing date of the Concurrent Offering (the " Escrow Deadline "), or if prior to such time, Lobo advises the Agents or announces to the public that it does not intend to or will be unable to satisfy the Escrow Release Conditions or that the Acquisition has been terminated or abandoned, the Escrow Agent will return to holders of the Subscription Receipts, within two business days of the Escrow Deadline or such earlier date, an amount equal to the aggregate Issue Price of the Subscription Receipts held by them, net of any applicable withholding tax. Lobo will be responsible for and liable to the holders of Subscription Receipts for any shortfall between the aggregate gross proceeds of the Concurrent Offering and the Escrowed Proceeds.

In connection with the Concurrent Offering, Lobo will pay to the Agents a Cash Fee equal to 7.0% (the " Cash Fee ") of the gross proceeds of the Concurrent Offering. Fifty percent (50%) of the Cash Fee shall be paid to the Agents on the closing date of the Concurrent Offering. The remaining fifty percent (50%) of the Cash Fee shall be deposited into escrow with the Escrow Agent on the closing date of the Concurrent Offering and released upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Proceeds pursuant thereto and the terms of the subscription receipt agreement to be entered into in connection with the Concurrent Offering, together with any interest earned thereon.

As additional consideration, the Agents will be granted compensation options of Lobo (" Compensation Options ") equal to 7.0% of the number of Subscription Receipts issued under the Concurrent Offering. Upon completion of the Acquisition, each Compensation Option will immediately be exchanged for a compensation option of the Resulting Issuer, each such compensation option entitling the Agents to acquire one Resulting Share (subject to any necessary adjustments), as applicable, at the Issue Price for a period of 24 months following the satisfaction of the Escrow Release Conditions.

The closing of the Concurrent Offering has not yet occurred.

Grant of Stock Options

RESULTS OF OPERATIONS

As at the date of this report, the Company was a CPC. Accordingly, the Company has not recorded any revenues, and depends upon share issuances to fund its administrative expenses.

Selected Financial Highlights

The financial results of the Company for the financial period ended December 31, 2018 are summarized as follows:

	For the period from				For the period from
	incorporation on Jan.				incorporation on Jan.
	31, 2018 to April 30,	Three months ended	Three months ended	Three months ended	31, 2018 to December
	2018	June 30, 2018	September 30, 2018	December 31, 2018	31, 2018
	(in Canadian $, except	(in Canadian $, except	(in Canadian $, except	(in Canadian $, except	(in Canadian $, except
	for share amounts)	for share amounts)	for share amounts)	for share amounts)	for share amounts)
Total Revenue Total Expenses Net and comprehensive loss Earnings (Loss) per Share-Basic and Diluted Weighted average shares outstanding	- $5,005 $5,005 $0.00 0	- $12,095 $12,095 $0.00 0	- $137,087 $137,087 ($0.14) 977,778	- $24,106 $24,106 ($0.01) 4,000,000	- $161,193 $161,193 ($0.09) 1,844,311



	As at December 31, 2018 (in Canadian $,
	except for amounts)
Total Assets	$772,840
Total Short Term Liabilities	$13,762
Shareholders’ Equity	$759,078
Shares outstanding	14,000,100

Discussion of Operations

During the period from incorporation on January 31, 2018 to December 31, 2018, the Company had a net loss of $161,193, related to professional fees and regulatory and filing fees in connection with the Offering, and share based compensation.

Currently the only assets of the Company are cash.

In the future, the Company will incur expenses as it identifies and evaluates potential companies, assets or business for a Qualifying Transaction.

DISCLOSURE OF OUTSTANDING SHARE DATA

As at the date of this MD&A, the Company has 14,000,100 common shares outstanding.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2018, the Company had cash of $772,840 and working capital of $759,078.

Management believes the Company has sufficient funds on hand to meet anticipated administrative and other related expenditures.

As a CPC, the Company is subject to externally imposed capital requirements as outlined in Policy 2.4 and summarized below:

No salary, consulting, management fees or similar remuneration of any kind may be paid directly or indirectly to a related party of the Company or a related party of a Qualifying Transaction;
Gross proceeds realized from the sale of all securities issued by a CPC may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a Qualifying Transaction;

No more than the lesser of $210,000 and 30% of the gross proceeds from the sale of securities issued by a CPC may be used for purposes other than to identify and evaluate a Qualifying Transaction;
After the completion of its initial public offering and until the completion of a Qualifying Transaction, a CPC may not issue any securities unless written acceptance of the TSXV is obtained before the issuance of the securities.

OFF-BALANCE SHEET ARRANGEMENTS

As at December 31, 2018, and up to the date of this MD&A, the Company had no off-balance sheet arrangements.

TRANSACTIONS BETWEEN RELATED PARTIES

During the period from incorporation on January 31, 2018 to December 31, 2018, Gowling WLG (Canada) LLP, a law firm of which Stuart Olley (CEO, a director and shareholder of the Company), Gordon Chmilar (CFO, a director and shareholder of the Company) and Martin Mix (a director and shareholder of the Company), all of who are partners of such law firm, provided legal services in the amount of $31,365.40 (including disbursements and taxes). These fees, disbursements and taxes were included in the financial statements.

PROPOSED TRANSACTIONS

As at December 31, 2018, and up to the date of this MD&A, there were no proposed transactions of the Company, other than as disclosed herein.

CRITICAL ACCOUNTING ESTIMATES & CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Notes to the financial statements of the Company for the period of incorporation on January 31, 2018 to December 31, 2018 are available on SEDAR at www.sedar.com.

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

The following is an overview of an accounting standard change that the Company will be required to adopt in future years. The Company does not expect to adopt the standard before its effective date.

IFRS 16 Leases

IFRS 16 Leases replaces the current leases guidance. Under the new standard lessees are required to apply the “right of use model” in accounting for leases of more than twelve months in length unless they are leases for which the underlying asset is of low value. The standard is effective for annual periods beginning on or after January 1, 2019. The Company does not expect a material impact on adoption of this standard.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

RISKS AND UNCERTAINTIES

Please also refer to the section entitled "Risk Factors" in the Company's Prospectus for an Initial Public Offering, dated July 30, 2018, available on SEDAR at www.sedar.com.

On behalf of the Board of Directors,

“ Gordon Chmilar ” Director and Chief Financial Officer Calgary, Alberta April 30, 2019

APPENDIX G FINANCIAL STATEMENTS OF WESTERN GOLD EXPLORATION LIMITED

(see attached)

The following financial statements of WGE are included in this Appendix G:

the unaudited financial statements of WGE as at and for three and six month periods ended June 30, 2020; and
the audited financial statements of WGE for the years ended December 31, 2019, December 31, 2018 and December 31, 2017.

G-1

WESTERN GOLD EXPLORATION LIMITED

Registered company number: 10510465

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (expressed in British Pound Sterling, unless otherwise stated) (Unaudited)

FOR THE THREE AND SIX MONTHS ENDED 30 JUNE 2020

WESTERN GOLD EXPLORATION LIMITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited, expressed in British Pounds Sterling)

		30 June	31 December
	Note	2020	2019
Assets
Current assets
Cash and cash equivalents		368,753	257
Other receivables	3	5,752	62,621
Total current assets		374,505	62,878
Non-current assets
Intangible assets	4	1,638,776	1,557,931
Total non-current assets		1,638,776	1,557,931
Total assets		2,013,281	1,620,809
Liabilities
Current liabilities
Accruals and deferred income	5	20,000	20,000
Borrowings	6	55,953	164,694
Total current liabilities		75,953	184,694
Total liabilities		75,953	184,694
Shareholders’ equity
Share capital	7	155,835	135,818
Contributed surplus - Share premium	7	1,679,266	1,098,783
Contributed surplus - Share-based payments reserve	8	782,529	782,529
Deficit		(680,302)	(581,015)
Total shareholders’ equity		1,937,328	1,436,115
Total liabilities and shareholders’ equity		2,013,281	1,620,809

The accompanying notes are an integral part of these interim condensed financial statements.

Approved and authorised for issue by the Board of Directors on 16 September 2020

“Ross McLellan” Director

WESTERN GOLD EXPLORATION LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS (Unaudited, expressed in British Pounds Sterling)

		3 months	3 months	6 months	6 months
		ended	ended	ended	ended
		30 June	30 June	30 June	30 June
	Note	2020	2019	2020	2019
Administrative expenses		(52,164)	(16,312)	(95,983)	(55,044)
Loss from operations		(52,164)	(16,312)	(95,983)	(55,044)
Finance expense	6	(1,753)	(1,700)	(3,304)	(1,700)
Loss before taxation		(53,917)	(18,012)	(99,287)	(56,744)
Income tax		-	-	-	-
Loss for the year attributable to
equity holders of the parent company		(53,917)	(18,012)	(99,287)	(56,744)
Other comprehensive income/(loss)		-	-	-	-
Total comprehensive loss for the year		(53,917)	(18,012)	(99,287)	(56,744)
Loss per share - Basic and diluted		(0.0004)	(0.0001)	(0.0007)	(0.0004)

The accompanying notes are an integral part of these condensed interim financial statements.

WESTERN GOLD EXPLORATION LIMITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited, expressed in British Pounds Sterling, except number of shares)

				Contributed
			Contributed	Surplus
	Share	Share	Surplus	Share-based
	capital	capital	Share	payments
	Number	£	premium	reserve	Deficit	Total
Equity at 31 December
2018	123,984,000	123,985	755,616	782,529	(505,608)	1,156,522
Loss for the period		-	-	-	(56,744)	(56,744)
Total comprehensive loss
for the period		-	-	-	(56,744)	(56,744)
Issue of share capital	11,833,334	11,833	343,167	-	-	355,000-
Balance at 30 June 2019	135,817,334	135,818	1,098,783	782,529	(562,352)	1,454,778
Loss for the period		-	-	-	(18,663)	(18,663)
Total comprehensive loss
for the period		-	-	-	(18,663)	(18,663)
Balance at 31 December
2019	135,817,334	135,818	1,098,783	782,529	(581,015)	1,436,115
Loss for the period		-	-	-	(99,287)	(99,287
Total comprehensive loss
for the period		-	-	-	(99,287)	(99,287)
Issue of share capital	20,016,666	20,017	580,483	-	-	600,500
Equity at 30 June 2020	155,834,000	155,835	1,679,266	782,529	(680,302)	1,937,328

The accompanying notes are an integral part of these condensed interim financial statements.

WESTERN GOLD EXPLORATION LIMITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, expressed in British Pounds Sterling)

		6 months	6 months
		ended	ended
		30 June	30 June
	Notes	2020	2019
Cash generated from (used in)
Operating activities
Loss before taxation		(99,287)	(56,744)
Adjustments for:
Finance expenses	6	3,303	1,700
		(95,984)	(55,044)
Net change in non-cash working capital:
Increase/(decrease) in accruals		-	(1,156)
(Increase) in other receivables		4,059	(2,308)
Research and development tax receipt		52,810	-
Net cash generated from (used in) operating activities		(39,115)	(58,508)
Investing activities
Capitalised exploration costs		(80,845)	(299,700)
Net cash used in investing activities		(80,845)	(299,700)
Financing activities
Issue of ordinary shares	7	600,500	355,000
Repayment of borrowings	6	(155,000)	-
Proceeds from new borrowings	6	50,000	75,000
Finance expense	6	(7,044)	-
Net cash generated from financing activities		488,456	430,000
Net increase in cash and cash equivalents		368,496	71,792
Cash and cash equivalents at the beginning of the
period		257	6,947
Total cash and cash equivalents at the end of the
period		368,753	78,738

The accompanying notes are an integral part of these condensed interim financial statements.

WESTERN GOLD EXPLORATION LIMITED NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

1. Nature of Operations and Going Concern

Western Gold Exploration Limited (the “Company” or “WGE”) is in the business of exploring for and developing mineral properties. Substantially all of the Company’s efforts are devoted to these activities.

WGE was incorporated and registered in England and Wales on 5th December 2016 as a limited company under the name Charles Thomas Holdings Limited. On 2 May 2017 the Company changed its name to Western Gold Exploration Limited. The Company’s registered number is 10510465 and its registered office is at Hyde Park House, 5 Manfred Road, London, SW15 2RS.

The financial statements are presented in UK Pounds Sterling (“GBP” or “£”) the currency of the primary economic environment in which the company operates.

The Company’s primary investments are exploration properties in Scotland owned by WGE’s subsidiary, Lorne Resources Ltd. (“Lorne”). The Company, in exchange for WGE warrants, acquired Lorne on 22 March 2018 and thereby acquired its two exploration targets known as the Knapdale gold project license (“Knapdale”) and the Lagalochan license (“Lagalochan”), which are located approximately 70 km to 90 km west and northwest of Glasgow. Knapdale is an early exploration stage gold project that comprises three contiguous sub-properties: Stronchulin, Ormsary North and Ormsary South. Lagalochan is an early exploration stage copper porphyry prospect. At the date of acquisition, Lorne was a dormant company with Kapdale and Lagalochan book values recorded as £Nil and no other assets.

The Company’s financial statements have been prepared on the going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future. The operations have a history of being financed by equity and debt shareholder funding.

The business of mining and exploration for minerals involves a high degree of risk and there can be no assurance that current exploration and development programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company’s continued existence is dependent upon the preservation of its interest in the underlying properties, discovery of economically recoverable reserves, the achievement of profitable operations, and the ability of the Company to raise financing, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

Although the Company has taken steps to verify title to the properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, undetected defects, unregistered claims, and non-compliance with regulatory and environmental requirements.

Details of deficit and working capital (current assets less current liabilities) of the Company are as follows:

	30 June	31 December
	2020	2019
	£	£
Deficit	680,302	581,015
Working capital	297,551	(121,816)

The Company’s cash and working capital improved in 2020 as a result of the private placement that closed on 7 May 2020 (note 8).

The Company is currently in the process of undertaking a reverse takeover (the “Transaction”) on to the TSXV exchange and CA$1,700,000 is concurrently being raised in connection with the Transaction to support future exploration licence commitments. As at the date of approving these financial statements these funds have been committed but will sit in an escrow account and are contingent on the reverse takeover successfully completing. The Company has a £1.5m commitment to spend on the Knapdale exploration asset by 29 January 2021. The Directors reached an agreement with the licence holders to

WESTERN GOLD EXPLORATION LIMITED NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

extend that commitment to 29 July 2022, but this is also contingent on the reverse takeover successfully occurring and the required funds being raised. If the Transaction does not occur then the Company will either need to either raise further funds, renegotiate the licence terms or relinquish the licence. If the licence is relinquished, then the assets currently capitalised on the statement of financial position will not be realised. The Directors do not consider the uncertainty over the Knapdale commitment to represent a material uncertainty pertaining to the Company’s overall going concern. The Company has funds in place to meet all other working capital and exploration spend as and when they fall due for a period of at least 12 months from approving this report. The decision to relinquish the Knapdale licence and not meet the committed spend is within their control, if the Transaction does not successfully complete.

These unaudited condensed interim consolidated financial statements (the “interim financial statements”) have been prepared on the basis that WGE is a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying interim financial statements. Such adjustments could be material. It is not possible to predict whether the Company will be able to raise adequate financing or to ultimately attain profitable levels of operations.In addition, the Company has taken steps to organize financing for the Company in the short term. However, there can be no assurance over the ability to execute on such financing transactions.

2. Accounting policies

Statement of Compliance

These interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019.

These interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2019 were approved by the Board of Directors and delivered to the Registrar of Companies.

These interim financial statements were authorized for issuance by the Board of Directors of the Company on 16 September 2020.

Basis of Preparation and Presentation

The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations as endorsed by Canada and by the EU (“IFRS”) and the requirements of the Companies Act applicable to companies reporting under IFRS. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

In the preparation of these interim financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Actual results could differ from these estimates. The significant estimates and assumptions are consistent with those disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2019.

Basis of Consolidation

These interim financial statements include the accounts of the Company and its wholly-owned subsidiary, Lorne. The subsidiary is included in the consolidated financial results of the Company from the date on

WESTERN GOLD EXPLORATION LIMITED NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

which power to govern the operating and financial policies of an entity so as to obtain variable benefits from its power over the entity’s activities. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition of control up to the effective date of disposal or loss of control. All inter-company balances and transactions have been eliminated.

The Company was incorporated on 5 December 2016. It acquired Lorne on the 22 March 2018, being the only subsidiary of the Company on 30 June 2020.

The acquisition of Lorne in exchange for warrants of the Company (Note 8), represents an asset acquisition with the exploration rights being recognised as an intangible asset.

The Company’s functional currency is the UK Pound Sterling. Transactions in foreign currencies are converted into the functional currency on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.

Summary of critical accounting estimates and judgments

The preparation of the Company financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires judgment in the process of applying the accounting policies. These judgements are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the Statement of Financial Position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

3. Segmental analysis

IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about components of the Company that are regularly reviewed by the chief operating decision maker (which takes the form of the Directors) as defined in IFRS 8 “Operating Segments”, in order to allocate resources to the segment and to assess its performance.

The Company’s business is the exploration for gold. At 30 June 2020 and 31 December 2019, the gold exploration represents one reportable operating segment. Accordingly, an analysis of segment profit or loss, segment assets, segment liabilities and other material items has not been presented.

The Company operates in one geographic area, being the UK. All intangible assets and operating assets and liabilities are located in the UK. The Company has not yet commenced production and therefore has no revenue.

4. Other receivables

	30 June	31 December
	2020	2019
VAT recoverable	5,752	9,811
Research and developments credits recoverable	-	52,810
Total other receivables	5,752	62,621

WESTERN GOLD EXPLORATION LIMITED NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

5. Intangible assets - Exploration and evaluation expenditure

		31
	30 June	December
	2020	2019
At the beginning of the period	1,557,931	1,137,391
Additions – exploration costs capitalised
Consulting	20,017	75,418
Core sample analysis	-	9,474
Drilling	5,392	314,069
Lease rentals	55,436	20,348
Consumables	-	1,231
Total – exploration costs capitalised	80,845	420,540
At the end of the period	1,638,776	1,557,931

The properties are currently unproven and ongoing exploration activities are planned and will require additional significant expenditures. These exploration activities include further survey work, sampling and drilling. As the first phase of exploration and development activities on the unproved properties are still in progress, an assessment will be made upon completion of that phase as to whether a reclassification of a portion of the unproved reserves to proven reserves should be made. Once properties have been classified as proven, they are transferred from intangible assets to tangible assets as “Developed Mineral Assets” and amortised over the life of the area according to the rate of depletion of the economically recoverable costs.

Impairment

In accordance with IFRS 6 “Exploration and Evaluation of Mineral Resources”, the Company assessed whether any indication of impairment exists in respect of these intangible assets and concluded that no indicators were noted at the end of each reporting date.

Environmental matters

The Company has established procedures for a continuing evaluation of its operations to identify potential environmental exposures and to assure compliance with regulatory policies and procedures. The Directors monitor these laws and regulations and periodically assesses the propriety of its operational and accounting policies related to environmental issues. The nature of the Company’s business requires routine day-to-day compliance with environmental laws and regulations. The Company has incurred no material environmental investigation, compliance or remediation costs for the period ended 30 June 2020 and 30 June 2019. The Directors are unable to predict whether the Company’s future operations will be materially affected by these laws and regulations. It is believed that legislation and regulations relating to environmental protection will not materially affect the results of operations of the Company.

6. Accruals and deferred income

	30 June	31 December
	2020	2019
Accruals	20,000	20,000

WESTERN GOLD EXPLORATION LIMITED NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

Total accruals and deferred income 20,000 20,000

7. Borrowings

The book value of the borrowings (the “Borrowings”) equals the fair value. Details of the Borrowings originated by the Company are disclosed in the table below:

Lender Amount £ Origination date Contractual settlement date Annual interest rate Security Status at 30 June 2020	Lender Amount £ Origination date Contractual settlement date Annual interest rate Security Status at 30 June 2020
Zila Corporation Ltd 50,000 22/01/2020 22/01/2021 10% Unsecured Outstanding
	30 June 2020 31 December 2019 Opening balance at beginning of period 164,694 - Received during the period 50,000 155,000 Repaid during the period (155,000) - Interest accrued during the period 3,303 9,694 Interest paid during the period (7,044) - Closing balance at end of period 55,953 164,694

8. Share capital

Authorised share capital

As permitted by the Companies Act 2006, the Company does not have an authorised share capital. The Company has one class of Ordinary shares which carry no right to fixed income. The ordinary shares carry the right to one vote per share at general meetings of the company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up.

Issued equity share capital	30 June	2020	31 December	2019
	Number	£	Number	£
Issued and fully paid
Ordinary shares of £0.001 each at the	135,817,334	135,818	123,984,000	123,985
beginning of the year
Ordinary shares of £0.001 each issued	20,016,666	20,017	11,833,334	11,833
during the year
Total ordinary shares of £0.001 each	155,834,000	155,835	135,817,334	135,818

WESTERN GOLD EXPLORATION LIMITED NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

	Ordinary shares,	Share Capital	Contributed Surplus
	number	at £0.001 each	Share Premium
At 31 December 2018	123,984,000	123,985	755,616
Issue of shares at £0.03 per share via placement on 9 May 2019 for cash (a)	11,833,334	11,833	343,167
31 December 2019	135,817,334	135,818	1,098,783
Issue of shares at £0.03 per share via placement on 7 May 2020 for cash (b)	20,016,666	20,017	580,483
At 30 June 2020	155,834,000	155,835	1,679,266

(a) On 9 May 2019, the Company completed a private placement issuing 11,833,334 ordinary shares for gross proceeds £0.03 per ordinary share or £355,000. The proceeds were allocated to share capital at par value of £0.001 per share or £11,833 and to contributed surplus- share premium in the amount of £343,167.
(b) On 7 May 2020, the Company completed a private placement issuing 20,016,666 ordinary shares for gross proceeds £0.03 per ordinary share or £600,500. The proceeds were allocated to share capital at par value of £0.001 per share or £20,017 and to contributed surplus – share premium in the amount of £580,483.

The share premium account represents the excess of consideration received for shares issued above their nominal value net of transaction costs.

9. Contributed Surplus – Share-based Payments reserve

Share options

The Company issued share options in 2018 as part of the remuneration to Ross McLellan, a Director, to enable him to purchase Ordinary shares in the Company. Share options were also granted to Legacy Hill for introducing the Company to Eurasian Consolidated Minerals Pty Ltd (ECM), who were the owners of Lorne before it was sold to the Company. Under IFRS 2 “Share-based Payments”, the Company determines the fair value of the options issued to Directors and employees as remuneration and recognises the amount as an expense in the statement of income with a corresponding increase in equity. The Company used the Black-Scholes model to value the options

At 30 June 2020 and 31 December 2019, the Company had outstanding options to subscribe for Ordinary shares as follows:

Option exercise price	Number of	Grant and	Expiry	Fair value of	Contributed
	options	Vesting	date	individual	Surplus
	granted	date		option
£0.001	4,000,000	8 Feb 2018	7 Feb 2023	0.02419	96,760
£0.01	2,300,000	9 Feb 2018	8 Feb 2023	0.02016	46,368
Total granted during the year	6,300,000				143,128

WESTERN GOLD EXPLORATION LIMITED

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

Share options	30 June 2020 31 December 2019
	Number of options Weighted average exercise price £ Number of options Weighted average exercise price £
Outstanding at the beginning of the period Granted duringtheperiod	6,300,000 0.004 6,300,000 0.004 - - - -
Outstanding at the end of theperiod	6,300,000 0.004 6,300,000 0.004
Vested and exercisable at the end of theperiod	6,300,000 0.004 6,300,000 0.004

In the period ended 30 June 2020 and the year ended 31 December 2019 no share options were granted nor exercised.

The exercise price of options outstanding at 30 June 2020 and 31 December 2019 ranged between £0.001 and £0.01. Their weighted average remaining contractual life was 2.61 years (31 December 2019: 3.11 years).

Share warrants

On 22 March 2018 the Company issued to Eurasian Consolidated Minerals Pty Ltd (ECM), a warrant to acquire shares in the Company, in consideration for acquiring all the share capital of Lorne Resources Limited from ECM. On exercise of the warrant, ECM has the right to acquire 20% of the Company on a fully diluted basis.

The fair value of the warrant at 22 March 2018 was calculated as £639,401 using the Black-Scholes model and has been included in intangible assets on the statement of financial position. See note 9 for further information.

10. Administrative expenses

	3 months	3 months	6 months	6 months
	ended	ended	ended	ended
	30 June	30 June	30 June	30 June
	2020	2019	2020	2019
Advertising and marketing	-	-	553	-
Compensation	22,000	5,400	41,233	16,200
Office and sundry	4,107	(2,030)	8,104	(6,239)
Professional fees	25,575	11,506	39,530	21,127
Property rent	482	1,113	6,563	22,623
Travel	-	323	-	1,333
	52,164	16,312	95,983	55,044

11. Financial risk management

In the normal course of business, the Company is exposed to a number of financial risks that can affect its operating performance. These risks are: credit risk, liquidity risk and market risk. The Company’s overall risk management program and prudent business practices seek to minimize any potential adverse effects on the Company’s financial performance.

The interim financial statements do not include all financial risk management information and disclosures

WESTERN GOLD EXPLORATION LIMITED NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

required in the annual financial statements. They should be read in conjunction with the annual consolidated financial statements as at 31 December 2019. There have been no changes in the risk management or in any risk management policies since year end, except as noted below:

COVID-19 Pandemic

The rapid spread of the COVID-19 virus, which was declared by the World Health Organization to be a pandemic on 11 March 2020, and actions taken globally in response to COVID-19, have significantly disrupted business activities throughout the world. The Company’s business relies, to a certain extent, on free movement of goods, services and capital, which has been significantly restricted as a result of the COVID-19 pandemic. The Company took certain measures, including minimizing the use of technical consultants and minimizing travel to conserve cash and to allow for the additional management time required to raise capital.

Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of COVID-19, including any responses to it, will be on the economy and the Company’s business in particular, or for how long any disruptions are likely to continue. The Scottish Government announced on 9 July 2020 that it had met the criteria for moving into Phase 3 of their Route Map for reopening the economy. To progress to Phase 4 the criterion to be met is: “The virus is no longer considered a significant threat to public health.” The extent of the impact of remaining in Phase 3 on the Company’s ability to advance its exploration program following completing its planned financing is difficult to predict. Further developments regarding the evolving challenges of COVID-19 could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

12. Related party transactions

Borrowings

In the first half of 2020 and in 2019 the unsecured loans were provided by Zila Corporation Ltd and Smaller Company Capital Ltd both of whom are shareholders of the Company. For further information see note 6.

Share Capital

Zila Corporation Ltd. invested £250,000 to acquire 8,333,333 ordinary shares at £0.03 per share as part of the 7 May 2020 private placement. For further information see note 8.

Remuneration of Directors

The remuneration of the senior Executive Management Committee members, who are the key management personnel of the Company, is described as compensation in note 10

Controlling party

For the period ended 30 June 2020 and for the year ended 31 December 2019 there was no ultimate controlling party.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

WESTERN GOLD EXPLORATION LIMITED

(Unaudited, expressed in British Pounds Sterling, unless otherwise stated)

13. Events after the reporting period

On 6 July 2020 share options were exercised resulting in the issuance of 4,000,000 ordinary shares at the exercise price of £0.001 and 1,500,000 ordinary shares at the exercise price of £0.01 for aggregate proceeds of $32,158.

On 7 July 2020 the holder of share options to acquire 800,000 ordinary shares at an exercise price of £0.01 waived their rights to exercise and the share options were cancelled.

On 14 July 2020 the Company entered into a binding definitive share exchange agreement with TSXV listed Cassowary Capital Corporation Limited (TSXV: BIRD.P) (“Cassowary”), which will result in the Transaction and result in a reverse takeover of Cassowary by the Company.

On 29 July 2020 the Borrowings were paid in full.

On 21 August 2020 Cassowary completed a non-brokered private placement of subscription receipts of Cassowary representing gross proceeds of CA$1,700,000 in funds, which will be held in escrow, subject to certain conditions including the completion of the Transaction on or by 30 November 2020. The planned use of proceeds includes funding the Company’s exploration activities of the Company’s properties upon completion of the Transaction.

On 3 September 2020 ECM exercised their warrants to acquire 38,342,875 ordinary shares at £0.001 for gross proceeds of $66,778.

Western Gold Exploration Limited

Registered company number: 10510465

Financial Statements for the year ended 31 December 2019

Western Gold Exploration Limited

Independent auditor’s report to the directors of Western Gold Exploration Limited

Opinion

We have audited the consolidated financial statements of Western Gold Exploration Limited (“the Company”) and its subsidiaries (“the Group”), which comprise:

the consolidated statement of financial position as at 31 December, 2019, 31 December, 2018 and 31 December 2017;
the consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the year’s ended 31 December 2019 and 31 December 2018 and the 13 month period ended 31 December 2017; and
notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December, 2019, 31 December, 2018 and 31 December 2017, and of its consolidated financial performance and its consolidated cash flows for the year’s ended 31 December 2019 and 31 December 2018 and the period ended 31 December 2017 in accordance with International Financial Reporting Standards (IFRSs).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and Group in accordance with the ethical requirements that are relevant to our audit of the financial statements, including the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the prospectus, other than the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in

Western Gold Exploration Limited

accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

==> picture [52 x 28] intentionally omitted <==

BDO LLP Chartered Accountants 55 Baker Street London W1U 7EU United Kingdom

13th August 2020

Western Gold Exploration Limited

Consolidated statement of comprehensive income for the year ended 31 December 2019

	Note	2019	2018	2017*
		£	£	£
Administrative expenses		(118,523)	(344,457)	(180,449)
Loss from operations		(118,523)	(344,457)	(180,449)
Finance expense	6	(9,694)	-	-
Loss before taxation	4	(128,217)	(344,457)	(180,449)
Income tax credit	7	52,810	19,298
Loss for the year attributable to
equity holders of the parent company		(75,407)	(325,159)	(180,449)
Other comprehensive income/(loss)		-	-	-
Total comprehensive loss for the year		(75,407)	(325,159)	(180,449)
Loss per share - Basic and diluted, £	8	(0.001)	(0.0031)	(180.45)

*The 2017 comparatives are those of the parent Company

The notes on pages 7 to 26 form part of these financial statements

Western Gold Exploration Limited

Consolidated statement of financial position as at 31 December 2019

as at 31 December 2019
	Note	2019	2018	2017*
		£	£	£
Assets
Non-current assets
Intangible assets	9	1,557,931	1,137,391	207,307
Total non-current assets		1,557,931	1,137,391	207,307
Current assets
Other receivables	11	62,621	25,340	1,417
Cash and cash equivalents		257	6,947	437,131
Total current assets		62,878	32,287	438,549
Total assets		1,620,809	1,169,678	645,856
Liabilities
Current liabilities
Accruals and deferred income	13	20,000	13,156	106,304
Borrowings	14	164,694	-	-
Total current liabilities		184,694	13,156	106,304
Total liabilities		184,694	796,821	106,304
Capital and reserves attributable to shareholders
Share capital	15	135,818	123,985	1
Shares to be issued	15	-	-	720,000
Share premium		1,098,783	755,616	-
Share-based payments reserve	16	782,529	782,529	-
Accumulated losses		(581,015)	(505,608)	(180,449)
Total capital and reserves		1,436,115	1,156,522	539,552
Total equity and liabilities		1,620,809	1,169,678	645,856

*The 2017 comparatives are those of the parent Company

The financial statements were approved and authorised for issue by the Board of Directors on �� August 2020 and were signed on its behalf by:

Ross McLellan

Director

The notes on pages 7 to 26 form part of these financial statements.

Western Gold Exploration Limited

Consolidated statements of changes in equity

				Share
				based	Accum-
	Share	Share	Shares to	payments	ulated
	capital	premium	be issued	reserve	losses		Total
	£	£	£	£	£		£
On incorporation	1	-	-	-		-	1
Loss for the period	-	-	-	-	(180,449)		(180,449)
Total comprehensive loss
for the period	-	-	-	-	(180,449)		(180,449)
Funds received from
investors	-	-	720,000	-		-	-
Equity at 31 December
2017*	1	-	720,000	-	(180,449)		539,552
Loss for the year	-	-	-	-	(325,159)		(325,159)
Total comprehensive loss
for the year	-	-	-	-	(325,159)		(325,159)
Issue of shares (note 15)	123,984	755,616	(720,000)	-		-	159,600
Issue of share options
(note 16)	-	-	-	143,128		-	143,128
Issue of share warrants
(note 16)	-	-	-	639,401		-	639,401
Total transactions with
shareholders	123,984	755,616	(720,000)	782,529		-	942,129
Equity at 31 December
2018	123,985	755,616	-	782,529	(505,608)		1,156,522
Loss for the year	-	-	-	-	(75,407)		(75,407)
Total comprehensive
loss for the year	-	-	-	-	(75,407)		(75,407)
Issue of shares	11,833	343,167	-	-		-	355,000
Total transactions with
shareholders	11,833	343,167	-	-		-	355,000
Equity at 31 December
2019	135,818	1,098,783	-	782,529	(581,015)		1,436,115

*The 2017 comparatives are those of the parent Company

The notes on pages 7 to 26 form part of these financial statements.

Western Gold Exploration Limited

Consolidated statement of cash flows

	Notes	2019	2018	2017*
		£	£	£
Cash flow from operating activities
Loss before taxation		(128,217)	(344,457)	(180,449)
Adjustments for:
Finance expenses	6	9,694	-	-
Share-based payments charge	16	-	143,128	-
Operating cashflows before working capital changes		(118,523)	(201,329)	(180,449)
Changes in working capital:
Increase/(decrease) in accruals		6,844	(93,148)	106,304
(Increase) in other receivables		(3,769)	(4,624)	(1,416)
Research and development tax receipt		19,298	-	-
Net cash used in operating activities		(96,149)	(299,101)	(75,561)
Investing activities
Capitalised exploration costs		(420,540)	(290,683)	(207,307)
Net cash outflow from investing activities		(420,540)	(290,683)	(207,307)
Financing activities
Issue of ordinary shares	15	355,000	159,600	-
Equity funding	15	-	-	720,000
Proceeds from new borrowings	14	155,000	-	-
Net cash inflow from financing activities		510,000	159,600	720,000
Net (Decrease)/increase in cash and cash equivalents
in the period		(6,690)	(430,184)	437,131
Cash and cash equivalents at the beginning of the
period		6,947	437,131	-
Total cash and cash equivalents at the end of the
period		257	6,947	437,131

*The 2017 comparatives are those of the parent Company

The notes on pages 7 to 26 form part of these financial statements.

Western Gold Exploration Limited

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

1. General information

The Company was incorporated and registered in England and Wales on 5th December 2016 as a limited company under the name Charles Thomas Holdings Limited. On 2nd May 2017 the Company changed its name to Western Gold Exploration Limited. The Company’s registered number is 10510465 and its registered office is at Hyde Park House, 5 Manfred Road, London, SW15 2RS.

The principal activity of the Company is that of a gold exploration.

The financial information set out above does not constitute the company’s statutory accounts for the period ended 31 December 2017 and the years ended 31 December 2018 or 2019, but is derived from those accounts. The statutory accounts for 2017, 2018 and 2019 have been delivered to the Registrar of Companies.

The financial statements are presented in British pounds Sterling the currency of the primary economic environment in which the company operates.

The information prepared in this document represents historical financial information that will be used in a prospectus to list the Group on the Toronto Stock Exchange.

Formation of a group

The Company acquired Lorne Resources Ltd during the year ended 31 December 2018 and the Directors are required to and have prepared consolidated financial statements which include the results of the subsidiaries from the date of acquisition. As this is the first period that the Group was formed, the comparative financial information for the Group financial statements is that of the parent Company.

2. Accounting policies

The principal accounting policies adopted are set out below.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations as endorsed by the EU (“IFRS”) and the requirements of the Companies Act applicable to companies reporting under IFRS.

The financial statements are prepared on a going concern basis.

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for the following items:

Intangible assets – fair value of the consideration received. When the consideration paid in the form of as share based payment (warrant), the intangible asset is valued at the fair value of the warrant, more details are given in note 16;
Financial instruments – amortised cost. See accounting policies below for more details.

Western Gold Exploration Limited

complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed below.

Current assets and liabilities disclosed in the notes to the accounts are those expected to be settled in less than one year.

a) New standards, interpretations and amendments effective from 1 January 2019

The Company adopted IFRS 16 Leases and IFRIC 23 Uncertainty over Income Tax Treatments on transition and have been consistently applied to all years presented in these financial statements. Other new and amended standards and Interpretations issued by the IASB did not impact the Group as they are either not relevant to the Group’s activities or require accounting which is consistent with the Group’s current accounting policies.

b) New standards, interpretations and amendments not yet effective

At the date of authorisation of these financial statements, a number of amendments to existing standards and interpretations, which have not been applied in these financial statements, were in issue but not yet effective for the year presented. The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Group in future periods.

Basis of consolidation

The consolidated Group financial statements consist of the financial statements of the Company and all entities controlled by the Company (its subsidiaries).

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which power over the operating and financial decisions is obtained and cease to be consolidated from the date on which power is transferred out of the Group. Power is achieved when the Company has the ability and right, directly or indirectly, to govern the financial and operating policies of an entity. This ability enables the Company to affect the amount of economic benefit generated from the entity’s activities.

The Company was incorporated on the 5[th] December 2016. It acquired Lorne Resources Ltd on the 22 March 2018, being the only subsidiary of the Company on 31 December 2019.

The acquisition of Lorne Resources Ltd was not considered to be a business combination under IFRS 3 and has been treated as an asset acquisition with the exploration rights being recognised as an intangible asset.

Going concern

The Group’s financial statements have been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. The operations are currently being financed by equity and debt shareholder funding.

The Group held cash balances of £257 as at 31 December 2019 and has funding plans in place for further capital to meet its planned activities. In February and March 2020, the Group received share subscription deposits of £550,674 towards the private placement completed on May 7, 2020 that resulted in issuing 20,016,666 Ordinary Shares for gross proceeds of £600,500. The proceeds are to fund general corporate uses and exploration activity over the next 12 months. On 14 July 2020 the Company and the holders of a majority of its outstanding shares entered into a binding definitive share exchange agreement with TSXV listed Cassowary Capital Corporation Limited (TSXV: BIRD.P) (“BIRD”) (the “Transaction”). On July 20, 2020, BIRD also announced that it increased its proposed concurrent non-brokered private placement to a maximum of CA$1,650,000 worth of subscription receipts. As at the date of approving these financial statements these funds have been committed to BIRD and are contingent on the Transaction successfully completing. The Group has a £1,500,000 commitment to spend on the Knapdale exploration asset by 29 January 2021. The Directors reached an agreement with the licence holders to extend that commitment to 29 July 2022, but this is also contingent on the Transaction successfully occurring and the required

Western Gold Exploration Limited

funds being raised. If the transaction does not occur then the Directors will either need to either raise further funds, renegotiate the licence terms or relinquish the licence. If the licence is relinquished, then the assets currently capitalised on the statement of financial position will not be realised. At the date of this report the Directors are confident that the Transaction will complete as planned. The Directors do not consider the uncertainty over the Knapdale commitment to represent a material uncertainty pertaining to the Group’s overall going concern. The Group has funds in place to meet all other working capital and exploration spend as and when they fall due for a period of at least 12 months from approving this report. The decision to relinquish the Knapdale licence and not meet the committed spend is within their control, if the Transaction does not successfully complete. The Directors have therefore prepared the financial statements on a going concern basis.

Functional currency

Functional and presentation currency

The Company’s functional currency is UK Pound Sterling (£).

Transactions and balances

Transactions in foreign currencies are converted into the functional currency on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.

Gold exploration and evaluation expenditure

All exploration and evaluation costs incurred or acquired on the acquisition of a subsidiary are accumulated in respect of each identifiable project area. These costs are classified as intangible assets and are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves (the “successful efforts’’ method). Other costs are written off unless commercial reserves have been established or the determination process has not been completed. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences the accumulated costs for the relevant area of interest are transferred from intangible assets to tangible assets as “Developed Gold Assets” and amortised over the life of the area according to the rate of depletion of the economically recoverable costs.

The properties are currently unproved, and therefore capitalised costs are not amortised, but subject to impairment testing. In addition, as no properties have been classified as proved, development activities have not commenced.

Impairment of gold exploration and evaluation assets

The carrying value of unevaluated areas is assessed when there has been an indication that impairment in value may have occurred. The impairment of unevaluated prospects is assessed based on the Directors’ intention with regard to future exploration and development of individual significant areas and the ability to obtain funds to finance such exploration and development.

Decommissioning costs

Where a material liability for general site restoration at the end of the field life exists, a provision for decommissioning is made. The amount recognised is the present value of estimated future expenditure determined in accordance with local conditions and requirements. An asset of an amount equivalent to the provision is also created and depreciated on a unit of production basis. Changes in estimates are

Western Gold Exploration Limited

recognised prospectively, with corresponding adjustments to the provision and the associated asset. At 31 December 2017, 31 December 2019 and 31 December 2018, no provisions were deemed necessary.

Impairment

Impairment of non-financial assets

The carrying values of assets, other than those to which IAS 36 “Impairment of Assets” does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets' fair value less costs to sell and their value-in-use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised in profit or loss immediately.

When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Financial instruments

Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments.

Financial assets

The Group classifies its financial assets as financial assets carried at amortised cost. The Group's principal business is early stage gold mining exploration and commensurate with this type of business the financial assets comprise other receivables and cash and cash equivalents in the consolidated statement of financial position.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and bank balances.

Financial liabilities

Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.

The Group’s financial liabilities comprise other payables and borrowings and are recognised initially at fair value less financial costs and subsequently measured at amortised cost using the effective interest method.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same party on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement.

Loans and borrowings

Borrowings are presented as current liabilities unless the Company has an unconditional right to defer

Western Gold Exploration Limited

settlement for at least twelve months after the reporting date, in which case they are presented as noncurrent liabilities.

Borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument.

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate.

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Ordinary Shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in Share Premium account as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for distribution.

Taxation

Income tax for each reporting period comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Group financial statements.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the Group’s interest in the net fair value of the acquired company’s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow deferred tax assets to be recovered.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on the initial recognition of goodwill, the initial recognition of an asset or liability in a transaction which is not a

Western Gold Exploration Limited

business combination and at the time of the transaction affects neither accounting or taxable profit, and investments in subsidiaries and joint arrangements where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Employee benefits

Short-term benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.

Post-employment benefits

The Group does not currently make provision for post-employment benefits by way of pension plans or similar arrangements.

Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Group has a present or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each financial reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation.

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required, or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Group. The Group does not recognise contingent assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain.

Share-based payment arrangements

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 16 to the Group financial statements.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Directors’ estimate of equity instruments that will eventually vest, with a corresponding increase in equity. Where the conditions are non-vesting, the expense and equity reserve arising from share-based payment transactions is recognised in full immediately on grant. Options and warrants issued to non-employees are recognised when the good or services are received.

At the end of each reporting period, the Directors revise their estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to other reserves.

Shares options were granted to Legacy Hill during the year ended 31 December 2018 for introducing the Company to Eurasian Consolidated Minerals Pty Ltd (ECM), who were the owners of Lorne Resources

Western Gold Exploration Limited

Ltd before it was sold to the Company. The charge was recognised when the Warrants were issued as consideration to ECM for the acquisition of shares in Lorne Resources Limited. The warrants were accounted for as an equity settled share based payment.

Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. The results of an operating segment are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

Leases

The Group only has leases with a term of 12 months or less. The lease payments on these contracts are recognised on a straight-line basis over the lease term.

Summary of critical accounting estimates and judgments

The preparation of the Group financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the accounting policies, which are detailed above. These judgements are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The prime areas involving a higher degree of judgment or complexity, where assumptions and estimates are significant to the financial statements, are as follows:

Going concern

The Group financial statements have been prepared on a going concern basis as the Directors have assessed the Group’s ability to continue in operational existence for the foreseeable future. The operations are currently being financed by third party loans. See Going Concern section on page 8 for more details.

The Group is reliant on the continuing support from its shareholders and the expected support of future shareholders.

The Group financial statements do not include the adjustments that would result if the Group were not to continue as a going concern.

Areas of Uncertainty

As of H1 2020 the COVID-19 pandemic continued to cause significant economic disruption across nearly all aspects of the global economy. While the direct material effects on Gold exploration were not clear at the time of writing, the potential for significant ongoing uncertainties due to the Pandemic were expected to continue to exist for the foreseeable future.

Impairment of capitalised exploration and evaluation expenditure

Determination as to whether, and by how much, an asset or cash generating unit is impaired involves management estimates. Management uses the following triggers to assess whether impairment has occurred (the list is not exhaustive):

Western Gold Exploration Limited

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed.
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.
sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full on successful development or by sale.

As at 31 December 2019, it was considered that none of the impairment triggers had arisen and the assets were being evaluated for future potential exploration. See the going concern disclosures in note 2 for more information relating to commitments on the exploration license.

In any such case, or similar cases, the Group will measure, present and disclose any resulting impairment loss in accordance with IAS 36.

Valuation of share options and warrants

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of share options is determined using the Black-Scholes model. The model has its strengths and weaknesses and requires six inputs as a minimum: 1. The share price; 2. The exercise price; 3. The risk free rate of return; 4. The expected dividends or dividend yield; 5. The life of the option; and 6. The volatility of the expected return. The first three inputs are normally, but not always, straightforward. The last three as well as the share price involve greater judgement and have the greatest impact on the fair value.

3. Segmental analysis

IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (which takes the form of the Directors) as defined in IFRS 8 “Operating Segments”, in order to allocate resources to the segment and to assess its performance.

The Group’s business involves exploring for Gold. At 31 December 2019 and 31 December 2018, the Directors consider there is one reportable operating segment.

Accordingly, an analysis of segment profit or loss, segment assets, segment liabilities and other material items has not been presented.

The Group operates in one geographic area, being the UK. All intangible assets and operating assets and liabilities are located in the UK. The Group has not yet commenced production and therefore has no revenue.

Western Gold Exploration Limited

4. Loss for the year before taxation

Loss before tax is stated after charging / (crediting):

		2019	2018	2017
		£	£	£
Auditor’s	remuneration:
-	fees payable to the Company’s auditor for the audit
	of the consolidated and Company financial statements	8,000	6,000	6,000
-	fees payable to the Company’s auditor for other
	services: corporate finance services	-	-	-
Expenses under short term leases		38,100	32,299	5,400
Share-based payments		-	143,128	-

5. Directors and staff

There were no staff employed by the Group during the two years ended 31 December 2019

Remuneration of key management personnel

Directors’ emoluments and benefits as follows:

				Share-based
	Directors’		Total cash-	Payments	Total
2019	fees £	Other fees £	compensation £	(options) £	compensation £
Ross McLellan	12,000	29,467	41,467	-	41,467
Patrick Waters	-	53,238	53,238	-	53,238
Harry Dobson	-	-	-	-	-
Total directors’
compensation	12,000	82,705	94,705	-	94,705
				Share-based
	Directors’		Total cash-	Payments	Total
2018	fees £	Other fees £	compensation £	(options) £	compensation £
Ross McLellan	10,000	34,537	44,537	78,620	123,157
Patrick Waters	-	59,890	-	-	59,890
Total directors’
compensation	10,000	94,427	44,537	78,620	183,047

Patrick Waters fees were in relation to geology services provided to the Group and have therefore been included in intangible assets.

Western Gold Exploration Limited

During the period ended 31 December 2017 Ross McLellan received £262 for providing administrative support. Other than this the directors did not receive any remuneration and there were no staff employed by the Company.

6. Finance expense

	2019	2018	2017
	£	£	£
Interest expense on borrowings	9,694	-	-
Total finance expense	9,694	-	-

7. Taxation

The Group has made no provision for taxation as it has not yet generated any taxable income. A reconciliation of income tax expense applicable to the loss before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Group is as follows:

	2019	2018	2017
	£	£	£
Loss before tax	(128,217)	(344,457)	(180,449)
UK corporation tax credit at 19.00% (2018: 19.00%, 2017:
19.25%)	(24,361)	(65,447)	(34,736)
Effect of non-deductible expense	-	-	-
Research and Development tax credits	(52,810)	(19,298)
Effect of tax benefit of losses carried forward	24,361	65,447	34,736
Current tax (credit)	(52,810)	(19,298)	-

The tax credit of 52,810 (2018: £19,298) related to research and development tax refund

As at 31 December 2019, tax losses totalling approximately £1,397,105 (2018: £844,936, 2017: £34,736) have been carried forward for use against taxable profits.

8. Loss per share

The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue.

Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.

Western Gold Exploration Limited

The following reflects the loss and share data used in the basic and diluted loss per share computations:

	2019	2018	2017
(Loss) after tax attributable to the shareholders of the parent (£)	(75,407)	(325,159)	(180,449)
Weighted average number of ordinary shares of £0.001 in issue	131,635,142	105,234,342	1,000
(Loss) per share - basic and fully diluted (£)	(0.001)	(0.0031)	(180.45)

At 31 December 2019 and at 31 December 2018, the effect of all potentially dilutive shares was antidilutive as it would lead to a further reduction of loss per share, therefore they were not included in the diluted loss per share calculation. Options and warrants with all conditions met at the end of each respective period:

	2019	2018	2017
	Number	Number	Number
Share options - fully vested at the end of the respective period	6,300,000	6,300,000	-
Total number of potentially dilutive instruments in issue	6,300,000	6,300,000	-

A share warrant was issued to Eurasian Consolidated Minerals Pty Ltd (ECM) to acquire shares in the Company, in consideration for acquiring all the share capital of Lorne Resources Limited from ECM. On exercise of the warrant, ECM has the right to acquire 20% of the Company on a fully diluted basis. When the share warrant is exercised it could be potentially dilutive.

9. Intangible assets

	2019	2018	2017
Exploration and evaluation expenditure	£	£	£
Cost:
At the beginning of the period	1,137,391	207,307	-
Acquisition of asset	-	639,401	-
Additions – exploration costs capitalised	420,540	290,683	207,307
At the end of the period	1,557,931	1,137,391	207,307

The £639,401 represents the fair value of the share warrant issued to acquire Lorne Resources Limited in 2018. This transaction represents an asset acquisition and therefore the fair value of the warrants issued have been attributed to the exploration rights acquired. For further information please see the Share Warrant section of note 16 – share based payments.

The gold properties are currently unproven and ongoing exploration activities are planned and will require additional significant expenditures. These exploration activities include further survey work, sampling and drilling. As the first phase of exploration and development activities on the unproved properties are still in progress, an assessment will be made upon completion of that phase as to whether a reclassification of a portion of the unproved reserves to proven reserves should be made. Once properties have been classified as proven, they are transferred from intangible assets to tangible assets as “Developed Gold Assets” and amortised over the life of the area according to the rate of depletion of the economically recoverable costs.

Western Gold Exploration Limited

Impairment

In accordance with IFRS 6 “Exploration and Evaluation of Mineral Resources”, the Directors have assessed whether any indication of impairment exists in respect of these intangible assets and concluded that no indicators were noted at the end of each reporting date.

For further details see section - summary of critical accounting estimates and judgments in note 2.

Environmental matters

The Group has established procedures for a continuing evaluation of its operations to identify potential environmental exposures and to assure compliance with regulatory policies and procedures. The Directors monitor these laws and regulations and periodically assesses the propriety of its operational and accounting policies related to environmental issues. The nature of the Group’s business requires routine day-to-day compliance with environmental laws and regulations. The Group has incurred no material environmental investigation, compliance or remediation costs for each of the years ended 31 December 2019, and 31 December 2018. The Directors are unable to predict whether the Group’s future operations will be materially affected by these laws and regulations. It is believed that legislation and regulations relating to environmental protection will not materially affect the results of operations of the Group.

10. Subsidiary Undertakings

The Group has the following subsidiary undertakings:

	Country of		Proportion held
Name	incorporation	Issued capital	by Group	Activity
Lorne Resources Ltd	UK	Shares	100%	Gold exploration

11. Other receivables

	2019	2018	2017
	£	£	£
VAT recoverable	9,811	6,042	1,417
Research and developments credits recoverable	52,810	19,298	-
Total other receivables	62,621	25,340	1,417

12. Cash and cash equivalents

For the purpose of the statements of financial position, cash and cash equivalents comprise the following:

	2019	2018	2017
	£	£	£
Cash in hand and at bank	257	6,947	437,131

Western Gold Exploration Limited

13. Accruals and deferred income

	2019	2018	2017
	£	£	£
Accruals	20,000	13,156	106,304
Total accruals and deferred income	20,000	13,156	106,304

14. Borrowings

The book value of the borrowings equal the fair value. Details of the borrowings originated by the Group are disclosed in the table below:

				Annual		Status at 31
Lender	Amount £	Origination date	Contractual settlement date	interest rate	Security	December 2019
Zila Corporation
Ltd	75,000	28/3/2019	26/3/2020	10%	Unsecured	Outstanding
Zila Corporation
Ltd	50,000	9/10/2019	31/12/2019	10%	Unsecured	Outstanding
Smaller Company
Capital Ltd	30,000	3/10/2019	30/9/2020	10%	Unsecured	Outstanding

The £75,000 loan and accrued interest provided by Zila Corporation on 28 March 2019 can be converted into shares in the Company at the lender’s discretion in the event of a rights issue.

The above loans were repaid in full in 2020.

	2019	2018	2017
	£	£	£
At 1 January	-	-	-
Received during the year	155,000	-	-
Interest accrued during the year	9,694	-	-
Short-term loans and borrowings 31 December	164,694	-	-

Western Gold Exploration Limited

15. Share capital

Authorised share capital

Issued and fully paid Ordinary share of £0.01 each (before share split on 8 December 2017) Ordinary shares of £0.001 each (after share split on 8 December 2017) Issued equity share capital Issued and fully paid Ordinary shares of £0.001 each at the beginning of the year Ordinary shares of £0.001 each issued during the year Total ordinary shares of £0.001 each	2017 Number £ 100 1 1,000 1 2019 2018 Number £ Number £ 123,984,000 123,984 1,000 1 11,833,334 11,833 123,983,000 123,983 135,817,334 135,817 123,984,000 123,984 Ordinary shares of £0.001 each, number

At incorporation and at 31 December 2017 1,000 Issue of shares at £0.001 per share via placement on 8 February 2018 79,999,000 Issue of shares at £0,001 per share via placement on 9 February 2018 20,000,000 Issue of shares at £0.025 per share via placement on 1 May 2018 21,584,000 Issue of shares at £0.025 per share via placement on 10 May 2018 2,400,000
At 31 December 2018 123,984,000
Issue of shares at £0.03 per share via placement on 9 May 2019 for cash 11,833,334
At 31 December 2019 135,817,334

Western Gold Exploration Limited

In 2017 the Company received £720,000 from its shareholders. In 2018 ordinary shares of £0.001 were issued in respect of this amount.

16. Share Based Payments

Share options

The Company issued share options as part of the remuneration to Ross McLellan, a Director, to enable him to purchase Ordinary shares in the Company. Shares options were also granted to Legacy Hill for introducing the Company to Eurasian Consolidated Minerals Pty Ltd (ECM), who were the owners of Lorne Resources Ltd before it was sold to the Company. Under IFRS 2 “Share-based Payments”, the Company determines the fair value of the options issued to Directors and employees as remuneration and recognises the amount as an expense in the statement of income with a corresponding increase in equity.

At 31 December 2019, the Company had outstanding options to subscribe for Ordinary shares as follows:

Option exercise price	Number of	Grant/Vesting	Expiry date	Fair value of
	options	date		individual
	granted			option
				£
£0.001	4,000,000	8 Feb 2018	7 Feb 2023	0.02419
£0.01	2,300,000	9 Feb 2018	8 Feb 2023	0.02016
Total granted during the year	6,300,000

	2019 Number of options Weighted average exercise price £	2018
		Number of options Weighted average exercise price £
Outstanding at the beginning of the period Granted duringtheperiod	6,300,000 0.004 - -	- - 6,300,000 0.004
Outstanding at the end of theperiod	6,300,000 0.004	6,300,000 0.004
Vested and exercisable at the end of theperiod	6,300,000 0.004	6,300,000 0.004

In the period ended 31 December 2017 and the year ended 31 December 2019 no share options were granted.

During the period ended 31 December 2018, 6,300,000 options were granted, at an exercise price ranging from £0.001 to £0.01. The grant dates were 8 February 2018 and 9 February 2018 and they expire in fiveyears’ time. Each Option vested immediately upon grant.

The exercise price of options outstanding at 31 December 2019 ranged between £0.001 and £0.01 (2018: ranged between £0.001 and £0.01). Their weighted average remaining contractual life was 3.11 years (2017: 4.11 years).

The weighted average share price (at the date of exercise) of options exercised during the year was nil (2018: nil) as no options were exercised.

The following information is relevant in the determination of the fair value of options granted during the year ended 31 December 2018:

Western Gold Exploration Limited

	Granted on 8 Feb 2018	Granted on 9 Feb 2018
Fair value of one option, £	0.02419	0.02016
Option pricing model used	Black-Scholes	Black-Scholes
Option exercise price, £	0.001	0.01
Weighted average share price at grant date, £	0.025	0.025
Weighted average contractual life, years	5	5
Expected volatility,%	85%	85%
Expected dividend growth rate,%	0%	0%
Risk-free interest rate (5 year bond),%	1.62%	1.62%

Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant. Volatility number above was estimated based on the range of five-year month-end volatilities of 4 similar size listed companies operating in the same sector.

Share-based remuneration expense related to the share options granted during the reporting period is included in the administration expenses line in the consolidated income statement in the amount of nil (2018: £143,128).

Share warrants

On exercise of the warrant, ECM has the right to acquire 20% of the Company on a fully diluted basis.

The fair value of the warrant at 22 March 2018 was calculated using the Black-Scholes model. The following information was used to determine the fair value of the warrant issued during the year:

	22 March
	2018
Number of shares that could be acquired on
the exercise of the warrant (‘Warrant Shares’)	26,575,250
Fair value of one Warrant Share	£0.02406
Warrant Share exercise price	£0.001
Fair value pricing model used	Black-Scholes
Date of grant	22 March 2018
Time to maturity, years	3
Share price	£0.025
Expected volatility*,%	85%
Expected dividend growth rate,%	0%
Risk-free interest rate (3 year bond),%	0.955%

*Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant. Volatility number above was estimated based on the range of five-year month-end volatilities of 4 similar size listed companies operating in the same sector.

The fair value of the Warrants Shares is £639,401 and has been included in intangible assets on the statement of financial position. See note 9 for further information.

Western Gold Exploration Limited

17. Reserves

Share premium

The share premium account represents the excess of consideration received for shares issued above their nominal value net of transaction costs.

Shares to be issued

The shares to be issued reserve includes amounts received from shareholders for which share certificates have not been issued.

Retained earnings

Retained earnings represent the cumulative profit and loss net of distributions to owners.

Share-based payment reserve

The share-based payment reserve represents the cumulative charge for options and warrants granted, still outstanding and not exercised.

18. Financial instruments – risk management

General objectives, policies and processes

The overall objective of the Directors is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below.

The Directors review the Group’s monthly reports through which they assess the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

Categories of financial assets and liabilities

The Group’s activities are exposed to a variety of market risk (including currency risk) and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance.

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

Other receivables;
cash and cash equivalents;
trade and other payables; and
borrowings.

Other receivables are initially measured at fair value and subsequently carried at amortised cost.

The carrying value of financial assets and financial liabilities maturing within the next 12 months approximates their fair value due to the relatively short-term maturity of the financial instruments.

The Group had no financial assets or liabilities carried at fair values at the end of each reporting date.

Western Gold Exploration Limited

A summary of the financial instruments held at amortised cost, by category is provided below:

	2019	2018	2018
	£	£	£
Financial assets
Cash and cash equivalents	257	6,947	437,131
Financial liabilities
Accruals	20,000	13,156	6,000
Short-term borrowings	164,694	-	-

Credit risk

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from notes and other receivables. The Directors manage the Group’s exposure to credit risk by the application of monitoring procedures on an ongoing basis. For other financial assets (including cash and bank balances), the Directors minimise credit risk by dealing exclusively with high credit rating counterparties.

Credit risk concentration profile

The Group’s receivables do not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Directors define major credit risk as exposure to a concentration exceeding 10% of a total class of such asset.

The Company maintains its cash reserves in Royal Bank of Scotland, which maintains the following credit ratings:


Credit Agency	Standard and Poor’s	Moody’s	Fitch
Long Term	A	A1*/A2	A+
Short Term	A-1	P-1	F1

Exposure to credit risk

As the Company does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of each reporting period.

Market risk - interest rate risk

Borrowings issued at fixed rates limits the Group’s exposure to interest rate risk. The Directors’ policy is to maintain a majority of the Group’s borrowings in fixed rate instruments. This takes into consideration refinancing, renewal of existing positions and alternative financing. Based on these considerations, the Directors believe the Group’s exposure to cash flow and fair value interest rate risk is not significant.

Market risk - currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and

Western Gold Exploration Limited

liabilities are denominated in a currency that is not the Company’s measurement currency. The Company is not exposed to foreign exchange risk as it holds all of its assets and liabilities in £. The Directors monitor the exchange rate fluctuations on a continuous basis and acts accordingly.

Liquidity risk

The Group currently holds cash balances to provide funding for normal trading activity. Trade and other payables are monitored as part of normal management routine and all amounts outstanding fall due in one year or less. The Group is at an early stage in its business operations and has a supportive shareholder base that can provide both debt and equity capital at short notice. Also, a large proportion of the Group’s costs are discretionary. As a result of this short-term liquidity risk is minimised.

Capital management

The Group defines capital as the total equity of the Group. The Directors’ objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

To meet these objectives, the Directors review the budgets and projections on a regular basis to ensure there is sufficient capital to meet the needs of the Group through to profitability and positive cash flow.

The capital structure of the Group consists of shareholders’ equity as set out in the consolidated statement of changes in equity. All working capital requirements are financed from existing cash resources and borrowings.

Whilst the Group does not currently have distributable profits, it is part of the capital strategy to provide returns for shareholders and benefits for members in the future.

Capital for further development of the Group’s activities will, where possible, be achieved by share issues or other finance as appropriate.

In order to maintain or adjust the capital structure, the Directors may return capital to shareholders, issue new shares or sell assets to reduce debt. It also ensures that distributions to shareholders do not exceed working capital requirements.

Fair value hierarchy

All the financial assets and financial liabilities recognised in the Group financial statements are shown at the carrying value, which also approximates the fair values of those financial instruments. Therefore, no separate disclosure for fair value hierarchy is required.

19. Related party transactions

Borrowings

In 2019 the unsecured loans were provided by Zila Corporation Ltd and Smaller Company Capital Ltd both of whom are shareholders of the Company. For further information see note 14.

Remuneration of Directors

The remuneration of the senior Executive Management Committee members, who are the key management personnel of the Group, is set out in aggregate for each of the categories specified in IAS 24 “Related Party Disclosures” in note 5.

Western Gold Exploration Limited

20. Events after the reporting period

In February and March 2020, the Group received share subscription deposits of £550,674 towards the private placement completed on 7 May 2020 that resulted in issuing 20,016,666 Ordinary Shares for gross proceeds of £600,500. The proceeds are to fund general corporate uses and exploration activity during the next 12 months.

Borrowings outstanding at December 31, 2019 were reduced by £50,495 by March 31, 2020 and repaid in full in the second quarter of 2020. See note 14 for further information

On 14 July 2020 the Company and the holders of a majority of its outstanding shares entered into a binding definitive share exchange agreement with TSXV listed Cassowary Capital Corporation Limited (TSXV: BIRD.P) (the “Transaction”). On July 20, 2020, BIRD also announced that it increased its proposed concurrent non-brokered private placement to a maximum of CA$1,650,000 worth of subscription receipts. As at the date of approving these financial statements these funds have been committed to BIRD and are contingent on the Transaction successfully completing. Upon successful completion of the Transaction, the Group will have access to additional funds to invest in its operations.

The outbreak of the coronavirus pandemic in the months after the reporting date is considered to be a non-adjusting event. As outlined in note 2, the Group and Company are continuing to report on a going concern basis. The unknown length of the outbreak is a source of uncertainty and the Board will continue to monitor events and to provide updates as the situation develops.

The Board do not believe the outbreak will have an impact on the carrying value of the intangible assets in future accounting periods and with technical reports commissioned after the balance sheet date showing commercially viable resources.

21. Controlling party

For the period ended 31 December 2017, Ross McLellan was the sole shareholder of the Company. For the years ended 31 December 2018 and 31 December 2019 there was no ultimate controlling party.

APPENDIX H MANAGEMENT’S DISCUSSION AND ANALYSIS OF WESTERN GOLD EXPLORATION LIMITED

(see attached)

The following MD&A of WGE are included in this Appendix H:

the MD&A of WGE with respect to its financial statements for the three and six month periods ended June 30, 2020;
the MD&A of WGE with respect to its financial statements for the year ended December 31, 2019;
the MD&A of WGE with respect to its financial statements for the year ended December 31, 2018; and
the MD&A of WGE with respect to its financial statements for the year ended December 31, 2017.

H-1

Western Gold Exploration Limited

Management’s Discussion and Analysis

For the Three and Six Months Ended June 30, 2020

(dated: September 16, 2020)

Western Gold Exploration Limited

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION _____ 3 GENERAL ____________ 3 HIGHLIGHTS – 2020 TO DATE _________ 4 OUTLOOK _____________ 4 COMPANY OVERVIEW __________ 5 OVERVIEW OF PROJECTS __________ 5 LIQUIDITY AND CAPITAL RESOURCES __________ 8 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS _______ 10 SHARE CAPITAL AS AT SEPTEMBER 16, 2020 _______ 10 CAPITAL MANAGEMENT __________ 11 RISK FACTORS ___________ 11 QUALIFIED PERSONS ___________ 11 SIGNIFICANT ACCOUNTING POLICIES ________ 11 INTERNAL CONTROL OVER FINANCIAL REPORTING _________ 12

Management’s Discussion and Analysis September 16, 2020

Page 2

Western Gold Exploration Limited

Western Gold Exploration Limited Management’s Discussion and Analysis For the Three and Six Months Ended June 30, 2020

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Management’s Discussion and Analysis (“ MD&A ”) contains forward-looking statements, such as statements regarding potential mineralization, resources and exploration results and future plans and objectives of Western Gold Exploration Limited (“ Western Gold ”, “ WGE ”, “ we ”, “ our ” or the “ Company ”), which are subject to various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements contained are made as of the date of this MD&A and the Company disclaims, other than required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, otherwise.

GENERAL

The Company was incorporated and registered in England and Wales on December 5, 2016 as a private limited company under the names “Charles Thomas Holdings Limited”. On May 2, 2017, the Company changed its name to “Western Gold Exploration Limited”. The Company’s registered number is 10510465.

For the purposes of preparing our MD&A, we consider the materiality of information. We evaluate materiality with reference to all relevant circumstances, including potential market sensitivity. Information is considered material if: (i) it would significantly alter the total mix of information available to investors; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of our shares.

Under International Financial Reporting Standards (“ IFRS ”), an entity’s functional currency should reflect the underlying transactions, events, and conditions relevant to the entity. The Company’s functional currency is British Pounds Sterling (“ GBP ” or “ £ ”). Unless otherwise noted, all amounts in this MD&A are expressed in GBP.

This MD&A is intended to help the reader understand WGE, our operations, financial performance and present and future business environment. This MD&A of financial results is dated September 16, 2020, and should be read in conjunction with the condensed interim consolidated financial statements of WGE and the related notes for the three and six months ended June 30, 2020 (the “ Financial Statements ”), which are prepared in accordance with IFRS. This MD&A and the accompanying Financial Statements have been reviewed and approved by the Company’s Board of Directors.

The technical content of this MD&A has been read and approved by Mr. Roy Eccles of Apex Geosciences. Mr. Eccles is a Qualified Person as defined in Canada by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”).

Additional information regarding the Company, including the risks related to the Company’s business and those that are reasonably likely to affect the Company’s financial statements in the future, is contained in the Company’s audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2019 available from the Company and included the most recent Management

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Western Gold Exploration Limited

Information Circular prepared TSXV listed Cassowary Capital Corporation in support of the proposed transaction discussed in the Highlights section that follows.

HIGHLIGHTS – 2020 TO DATE

Willie McLucas appointed to the Board of Directors in January 2020.
The Company completed its assessments of the potential of its two exploration projects and determined its near-term exploration and related financing activities would focus on its Knapdale Project.
Liquidity improved in Q1 2020 due to receipt of the £52,810 research and development tax credit and share subscription deposits of £550,674 towards the private placement that was completed on May 7, 2020. On January 22, 2020 the Company entered into a loan agreement with one of its shareholders for £50,000, unsecured, at an interest rate of 10% per annum and term of one year. Borrowings of £164,694 at December 31, 2019 increased by £50,000 in January 2020 and subsequently decreased to £55,953 at June 30 2020. The remaining Borrowings were paid in full on July 29, 2020.
On May 7, 2020, completed the private placement issuing 20,016,666 Ordinary shares for gross and net proceeds of £600,500 raised from existing shareholders. No costs were incurred to complete the private placement. The planned use of funds includes preparing for a proposed drilling campaign and general corporate uses.
On July 14, 2020 the Company and the holders of a majority of its outstanding shares entered into a binding definitive share exchange agreement with TSXV listed Cassowary Capital Corporation Limited (TSXV: BIRD.P) (“BIRD”) to provide for the completion of a business combination wherein BIRD will acquire the outstanding shares of WGE in exchange for 32,666,900 common shares of BIRD (the “ Transaction ”). On August 12, 2020, BIRD also announced that it had closed its previously announced concurrent non-brokered private placement offering of subscription receipts representing an aggregate of 11,333,333 subscription receipts for gross proceeds of CA$1,700,000 (the “ BIRD Private Placement ”). As at the date of approving this MD&A these funds were held in escrow and are contingent on the Transaction successfully completing on or by November 30, 2020.
Pursuant to the conditions of the Transaction, BIRD engaged Apex Geoscience Ltd. and Lakehead Geological Services Inc. of Canada to prepare a Technical Report in accordance with the Canadian Securities Administration’s NI 43-101, The intent of the Technical Report is to provide: 1) a geological introduction to Knapdale; 2) sufficient evidence of no less than C$200,000 of exploration expenditures on Knapdale; and recommendations for future exploration work programs. The Technical Report was completed June 12, 2020.
The Group has a £1,500,000 commitment to spend on the Knapdale exploration asset by January 29, 2021. The Directors reached an agreement with the licence holders to extend that commitment to July 29, 2022, contingent on the Transaction successfully completing.

OUTLOOK

Completion of the proposed Transaction will provide funding for an exploration program at Knapdale. The exploration program will be targeting historic gold adits from early 1900s and the known local gold occurrences. The program proposes:

a deep overburden survey over an 1,800-metre strength length of the Stronchullin veins at Knapdale;

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Western Gold Exploration Limited

diamond drilling of up to 1,480 metres in aggregate over up to 14 holes; and
investigation of Gossan Burn at Knapdale.

COMPANY OVERVIEW

The Company is a mineral exploration company primarily operating in Scotland through its wholly-owned subsidiary Lorne Resources Ltd. (“ Lorne ”) a Scottish registered company (registered no. SC419439) with its office in North Berwick, East Lothian, Scotland. At the time of the acquisition of Lorne in March 2018, Lorne was a dormant company with its only assets being the Knapdale Gold Project license (“ Knapdale ”) and the Lagalochan license (“ Lagalochan ”). Knapdale is an early exploration stage project prospective for orogenic quartz-gold-silver lodes that comprises three contiguous sub-properties (Stronchullin prospect; Ormsary North and Ormsary South collectively the Allt Dearg prospect). Knapdale is in the parish of Knapdale South, which is approximately 70 km west of Glasgow. The Company’s focus is to conduct an exploration program targeting historic mines and gold occurrences to develop an initial resource estimate. Lagalochan, which is approximately 90 km northwest of Glasgow, is considered a copper-gold porphyry prospect for future exploration.

The Company is subject to the risks and challenges experienced by other companies at a comparable stage. These risks include, but are not limited to, continuing losses, dependence on key individuals and the ability to secure adequate financing or to complete corporate transactions to meet minimum capital required to successfully complete its projects and fund other operating expenses. Advancing the Company’s projects through exploration and development will require significant capital. Given the current economic climate, the ability to raise funds may prove difficult. Refer to the “Liquidity and Capital Resources” and “Risk Factors” in the sections below for additional information.

None of the Company’s projects have commenced commercial production and, accordingly, the Company is dependent upon debt and/or equity financings for its funding. The recoverability of the carrying value of exploration and evaluation projects, and ultimately the Company’s ability to continue as a going concern, is dependent upon exploration results which indicate the potential for the discovery of economically recoverable reserves and resources, and the Company’s ability to finance development and exploration of its projects through debt or equity financing for its funding. Changes in future conditions could require a material write-down of carrying values and the ability to pay its obligations as they fall due.

OVERVIEW OF PROJECTS

Knapdale Gold Project

Knapdale is an early exploration stage project prospective for orogenic quartz-gold-silver lodes that comprises three contiguous sub-properties (Stronchullin prospect; Ormsary North and Ormsary South collectively the Allt Dearg prospect). The minerals rights extend to base metal exploration rights over 3,253 hectares, with right to lease, and gold exploration rights over 1,574 hectares, with conditional rights to lease. Prospecting Agreements to work on these sub-properties were originally acquired by Lorne and include a Crown Charter 1907 rights to gold and silver at Stronchullin and Ormsary North sub-properties. The Prospecting Agreements include options to lease, which if exercised, give rights to mine and surface access. The Ormsary South sub-property Prospecting Agreements include surface access rights and base metal mining rights agreements. Mining rights to gold and silver are owned by the Crown.

The landowners have granted exclusive surface access to Lorne for up to 15 years from 2018, with work commitments of £1.5 million before July 29, 2022 and £3 million in total before July 29, 2024. In 2020, the landowners agreed to extend the initial work commitment period from July 29, 2022 to July 29, 2023. The Prospecting Agreements may be terminated by the landowners if the work commitment is not met. The option period for the Prospecting Agreements expires on January 28, 2033.

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Annual option fee schedules to each of Ormsary and Stronchullin owners is currently £5,000 index linked since 2018, rising to £10,000 index linked in 2023 and £15,000 index linked in 2028. If leases are acquired, each landowner is paid rent of £40,000 per annum, index linked and a royalty of 2% net realisable value on all base metals and 1.5% net realisable value of gold and silver, plus a share of any saving in royalty payable to the Crown for gold and silver. Royalty is payable to the Crown on all gold and silver extracted. This is likely to be 4% of net realisable value.

Knapdale is located in the Dalradian gold belt. Other mines in the Dalradian Gold Belt include Dalradian Resources, which owns the Curraghinalt Gold project, and Scotgold Resources, which owns the Cononish Gold mine.

The Company acquired the rights to all data associated with Lorne Resources’ 2014-2018 exploration programs at Knapdale. The exploration work and database detail multiple deep till/soil, stream-sediment, panned concentrate, rock grab and trench rock sample surveys (n=1,059 total samples), a water monitoring program and a 2017-2018 drill program that drilled 10 drill holes. Collectively, the drill program intersected and cored a total of 1,216.0 m that include 751.5 m at the Stronchullin and 464.5 m at the Ormsary North sub-properties (Stronchullin and Allt Dearg prospects, respectively).

Lagalochan Project

Lagalochan is an early stage exploration stage copper-gold porphyry prospect located in East Kames, Kilmelford, Scotland. The mineral rights extend to base metal exploration rights over 612.5 hectares, with right to lease gold exploration rights over 118 km[2] , with conditional right to lease. The Company conducted a drilling exploration program beginning in the second-half of 2018 and finishing in early 2019. The Company compared the results of the Lagalochan exploration program and other related factors with Knapdale, and determined that the near-term exploration prospects for Knapdale would improve the Company’s growth and financing opportunities. Consequently, Lagalochan will be maintained as a future exploration prospect, while the Company advances Knapdale. The Lagalochan license requires annual payments related to access agreements and rights of £24,000 each September; £8,000 each October and £5,000 each July. There is no work commitment included in the agreements. No exploration work on the site is presently planned while the Company focusses on Knapdale.

SELECTED FINANCIAL INFORMATION AND RESULTS OF OPERATIONS

The following table provides select financial information in GBP that should be read in conjunction with the condensed interim consolidated financial statements for the three months ended June 30, 2020:

.
	AS AT	AS AT	AND AS AT
	JUNE30,	DECEMBER31,	DECEMBER31,
	2020	2019	2018
Intangible assets – exploration and evaluation	1,638,776	1,557,931	1,137,391
Cash and cash equivalents	368,753	257	6,947
Working capital (deficit)(1)	298,552	(121,816)	19,131
Total assets	2,013,281	1,620,809	1,169,678
Total non-current liabilities	-	-	-

(1) Working capital equals current assets less current liabilities, and is a non-GAAP measure used by management. Note: The Company has no history of declaring dividends.

Working capital improved to £298,552 at June 30, 2020 compared to the deficit at December 31, 2019, primarily due to receipt of the £52,810 research and development tax credit and proceeds of £600,500 from the private placement that was completed on May 7, 2020, which were partially offset by net repayment of Borrowings of £108,741.

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The Company’s policy is to not pay dividends and it has not done so since its incorporation.

General and administrative expenses and statement of loss

Advertising and marketing Compensation Office and sundry Professional Fees Property rent Travel	THREEMONTHS THREEMONTHS SIX MONTHS SIXMONTHS ENDED JUNE30, 2020 ENDED JUNE30, 2019 ENDED JUNE30, 2020 ENDED JUNE30, 2019
	- - 553 - 22,000 5,400 41,233 16,200 4,107 (2,030) 8,104 (6,239) 25,575 11,506 39,530 21,127 482 1,113 6,653 22,623 - 323 - 1,333
General and administrative expenses - Total Finance expenses	52,164 16,312 95,983 55,044 (1,753) (1,700) (3,303) (1,700)
Net loss for the period Net loss per share – basic and diluted	(53,918) (18,011) (99,286) (56,744) (0.0004) (0.0001) (0.0007) (0.0004)

The increase in general and administrative expenses in 2020 compared to 2019 is primarily due to increased compensation for additional executive time and office expenses associated positioning the company to raise funds and other activities, which were partially offset by lower property rent costs.

– Intangible Assets Exploration and Evaluation Expenditures

The Company's exploration focus in 2020 was on Knapdale, while in 2019 the Company’s activities focused on the Lagalochan drilling program that began in Q1 2019 and was completed later in the year. Its capitalized expenditures on intangible assets were as follows:

	SIX MONTHS	SIXMONTHS
	*ENDED*	*ENDED*
	*JUNE30, 2020*	*JUNE30, 2019*
*Knapdale*
Consulting	20,017	377
Drilling	5,151
Groundworks	31,577
*Knapdale Total*	56,745	377
*Lagalochan*
Consulting	-	48,753
Drilling	241	229,165
Groundworks	23,859
Lagalochan Total	24,100	277,918
Total exploration and evaluation expenditures
additions	80,845	278,295

During the period-ended June 30, 2020 the consulting costs were invested in Knapdale, whereas in the same period last year, the Company was engaged in the drilling program at Lagalochan.

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SUMMARY OF QUARTERLY RESULTS

The following tables summarize information derived from the Company’s financial statements for each of the eight most recently completed quarters. Net losses are mainly driven by the Company’s expenditures on exploration and evaluation activities at Knapdale (2020 and 2018) and Lagalochan (2019).

				Net loss
	Total	Loss before	Net Loss	(profit) per	Total
Quarterly period	revenue	tax	(Profit)	share	Assets
ended	£	£	£	£	£
June 30, 2020	Nil	53,918	53,918	£0.000	2,013,281
March 31, 2020	Nil	45,369	45,369	£0.000	2,065,421
December 31, 2019	Nil	33,036	(19,774)	(£0.000)	1,620,809
September 30, 2019	Ni	38,437	38,437	£0.000	1,513,071
June 30, 2019	Nil	18,012	18,012	£0.000	1,496,060
June 30, 2019	Nil	38,732	38,732	£0.000	1,559,790
December 31, 2018	Nil	41,195	21,897	£0.000	1,169,678
September 30, 2018	Nil	44,893	44,893	£0.000	1,207,566

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at June 30, 2020 totalled £368,753 (December 31, 2019 - £257). At June 30, 2020, the Company had working capital (non-GAAP measure equal to current assets less current liabilities) of £298,552 (December 31, 2019 - negative working capital of £121,816). The closing of the private placement for proceeds of £600,500 on May 7, 2020 improved the cash and working capital positions.

Financing Activities : For the year ended December 31, 2019 net cash inflows arising from financing activities totalled £355,000 from the proceeds of the private placements that closed on May 9, 2019 based on subscription agreements and from proceeds of borrowings of £155,000.

The Company borrowed from a related party £50,000 in January, bearing interest at 10% per annum, unsecured and payable within 12 months. Loan repayments in 2020 reduced the unsecured Borrowings to £55,953 as at June 30, 2020 (December 31, 2019 - £164,694). The remaining Borrowings balance was paid in full on July 29, 2020.

On May 7, 2020, the Company closed a private placement resulting in the issuance of 20,016,666 shares for gross proceeds of £600,500.

On 14 July 2020 the Company and the holders of a majority of its outstanding shares entered into a binding definitive share exchange agreement with BIRD setting forth the terms and conditions of the Transaction. On August 20, 2020, BIRD also announced that it closed the CA$1,700,000 BIRD Private Placement.

Operating Activities: During the six-month period ended June 30, 2020, cash used in operating activities of £95,984 primarily related to general and administrative expenses. Cash used in operating activities for the six-months ended June 30, 2019 equalled £55,044. The increase in expenditures in 2020 is primarily attributed to increased compensation costs and higher professional fees related to evaluating prospective project plans and financing alternatives.

Investing Activities: For the six-month period ended June 30, 2020, cash outflows arising from investing activities totalled £80,845 as compared to cash outflows of £299,700 for the same period in 2019. The cash

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Western Gold Exploration Limited

outflows consisted of capitalized exploration costs for Knapdale and Lagalochan, with the primarily higher 2019 costs due primarily to the Lagalochan drilling program.

MARKET TRENDS

The Company’s future financial performance is dependent on many external factors including the markets of certain precious and base metals. The markets for these commodities are volatile and difficult top predict as they are impacted by many factors including international political, social and economic conditions and the COVID-19 pandemic. These conditions, combined with volatility in the capital markets, could materially affect the future financial performance of the Company.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

The Company does not have any off-balance sheet arrangements that are likely to have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in the Financial Statements.

The Prospecting Agreements with the Knapdale landowners granted exclusive surface access to Lorne (wholly-owned by WGE), for up to 15 years from 2018. Work commitments of £1,500,000 before July 29, 2022, and £3,000,000 in total before July 29, 2024. The Prospecting Agreements may be terminated by landowners if the work commitment is not met. The option period under the Prospecting Agreements expires on January 28, 2033.

RELATED PARTY TRANSACTIONS

Related party transactions include consulting fees and compensation paid to key management personnel, and are recorded as either G&A expenses or exploration and evaluation expenditures, depending on their nature. Key management personnel are defined as officers and directors of the Company. Transactions between the Company and its subsidiary, Lorne, have been eliminated on consolidation and not disclosed.

There were no amounts owing to key management personnel as at December 31, 2019 or December 31, 2018. Transactions with key management personnel were as follows:

	THREEMONTHS	THREEMONTHS	SIXMONTHS	SIXMONTHS
	ENDED	ENDED	ENDED	ENDED
	JUNE30, 2020	JUNE30, 2019	JUNE30, 2020	JUNE30, 2019
Director and other fees(1)	22,000	5,400	41,233	16,200
Share basedpayments	-	-	-	-
Total transactions with key managementpersonnel	22,000	5,400	41,233	16,200

(1) Directors do not have employment or service contracts with the Company, but may be entitled to director fees and are also eligible for share-based payments.

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FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments as of June 30, 2020, consist of cash and cash equivalents, receivables, trade and other payables and borrowings. The Company’s financial instruments are denominated in GBP.

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents, which are held in financial institutions in the United Kingdom and other receivables. The Company has no significant concentration of credit risk arising from operations. The Company’s policy is to invest excess cash in fixed interest investment-grade short-term deposit certificates and overnight deposits in the UK. Management believes the risk of loss to be minimal given the apparent financial strength of the financial institutions with whom the Company transacts.

Other receivables consist of value added taxes receivable and research and development tax credit from government authorities in the UK. Management believes that the credit risk concentration with respect to other receivables is minimal.

Interest rate risk is generally associated with the Company’s cash balances that are invested in fixed interest investment-grade short-term deposit certificates and overnight deposits. Future net cash flows from interest income on cash and cash equivalents will be affected by interest rate fluctuations. The Company closely monitors prevailing interest rates and will take appropriate mitigating actions should interest rate risk become material.

Foreign currency risk is generally associated with financial instruments and transactions denominated in non-GBP currencies. The Company is not presently exposed to foreign exchange risk as it holds all of its assets and liabilities in GBP. Since future activities may result in future expenditures denominated in other currencies, the Company will monitor the applicable exchange rates and take the appropriate foreign currency risk mitigation measures.

SHARE CAPITAL AS AT SEPTEMBER 16, 2020

As permitted by the Corporations Act 2006, the Company does not have an authorised limit to its share capital and it has one class of Ordinary shares, which carry no right to fixed income.

On March 22, 2018 the Company issued to Eurasian Consolidated Minerals Pty Ltd (ECM), a warrant to acquire shares in the Company, subject to certain conditions including an anti-dilution requirement, in consideration for acquiring all the share capital of Lorne Resources Limited from ECM. At the date of issuance fair value of the Warrants Shares was £639,401 and has been included in intangible assets on the statement of financial position. Based on the present number of Ordinary Shares issued and outstanding, ECM holds Warrant Shares with the right to acquire 38,342,875 ordinary shares. ECM exercised its Warrant Shares on September 3, 2020.

Class	Par Value	Authorized	Issued Number
Ordinaryshares	£0.001	Unlimited	199,675,875

In July 2020, the holder of 800,000 stock options notified the Company that they would not exercise the stock options before or concurrently with the Transaction, resulting in the cancellation of the stock options.

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CAPITAL MANAGEMENT

The Company manages capital through its financial and operational forecasting processes. The Company’s capital management objectives, policies and processes have remained unchanged since the year ended December 31, 2019. Refer to Note 18 – Financial Instruments – risk management Policies in the Company’s the Consolidated Financial Statements for the year ended December 31, 2019.

Effective July 14, 2020, Western Gold and the holders of a majority of the outstanding shares of the Company, entered into a binding definitive share exchange agreement with BIRD to provide for the Transaction. The combined entity (the “ Resulting Issuer ”) will continue the business of Western Gold. BIRD also announced on August 20, 2020 that it closed the CA$1,700,000 BIRD Private Placement. Completion of the Transaction is subject to a number of conditions, including the completion of the BIRD Private Placement. Pursuant to the terms of the Transaction, BIRD will acquire all of the issued and outstanding shares of Western Gold (which will be 199,676,875 immediately prior to closing the transaction) in exchange for 32,666,900 shares of the Resulting Issuer (on a pre-consolidation basis (as defined below) at the closing of the Transaction. Proposed concurrently with the completion of the Transaction, the shares of the Resulting Issuer would be consolidated on the basis of one (1) post-consolidation share for each two and one-half (2.5) pre-consolidation shares.

RISK FACTORS

The Company’s principal activity of mineral exploration and development is considered to be very high risk and the mining industry in general is intensely competitive in all its phases. Companies involved in this industry are subject to many and varied types of risks, including but not limited to, environmental, commodity prices, political and economic. Additional capital will be required to fund continuing operations and advance the exploration and development activities at Knapdale and for other prospective licences.

The interim MD&A does not include all of the risk factors and disclosures required in the annual financial statements and MD&A. The interim MD&A should be read in conjunction with the annual financial statements and MD&A as at December 31, 2019 and the interim financial statements as at June 30, 2020. There have been no changes in the risk management or in any of the risk management policies and risk factors since the year end, except as noted below:

The Impact of the Current Coronavirus (COVID-19) Pandemic May Significantly Impact the Company and the Resulting Issuer: The current COVID-19 global health pandemic is significantly impacting the global economy and commodity and financial markets. As efforts are undertaken to slow the spread of COVID-19, the operation and development of mining projects may be impacted. To date, a number of mining projects have been suspended as cases of COVID-19 have been confirmed, for precautionary purposes or as governments have declared a state of emergency or taken other actions. If the operation or development of one or more of the properties in which the Company holds an interest is unable to obtain the services required to advance the project, it may have a material adverse impact on the Company’s results of operations, financing activities and financial condition.

QUALIFIED PERSONS

Roy Eccles (Apex Geoscience), a consultant to the Company, is a Qualified Person as defined in NI 43-101, and has reviewed and verified the technical content in this MD&A.

SIGNIFICANT ACCOUNTING POLICIES

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Refer to Note 2 – Accounting Policies in the Company’s Interim Consolidated Financial Statements for the period ended June 30, 2020 and the Consolidated Financial Statements for the year ended December 31, 2019.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for designing internal controls over financial reporting, or supervising their design, in order to provide reasonable assurance regarding the reliability of financial reporting and preparation of consolidated financial statements for reporting purposes in accordance with IFRS.

There was no change in the Company’s internal controls over financial reporting that occurred during the six-month period ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The control framework has been designed by management with assistance from accounting consultants. Based on a review of its internal control procedures at the end of the period covered by this MD&A, the conclusion of management is that the internal control over financial reporting is appropriately designed and operating effectively as of June 30, 2020.

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Management’s Discussion and Analysis

For the Year Ended December 31, 2019

(dated: August 13, 2020)

Western Gold Exploration Limited

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION _____ 3 GENERAL ____________ 3 HIGHLIGHTS - 2019 __________ 3 HIGHLIGHTS – 2020 TO DATE _________ 4 OUTLOOK _____________ 5 COMPANY OVERVIEW __________ 5 OVERVIEW OF PROJECTS ____________ 5 LIQUIDITY AND CAPITAL RESOURCES __________ 9 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS _______ 10 SHARE CAPITAL AS AT AUGUST 13, 2020 _________ 11 CAPITAL MANAGEMENT ___________ 11 RISK FACTORS ___________ 12 QUALIFIED PERSONS ___________ 15 SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES ___ 15 INTERNAL CONTROL OVER FINANCIAL REPORTING ____________ 15

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Western Gold Exploration Limited Management’s Discussion and Analysis For the Year Ended December 31, 2019

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

GENERAL

This MD&A is intended to help the reader understand WGE, our operations, financial performance and present and future business environment. This MD&A is prepared as of August 13, 2020, and should be read in conjunction with the consolidated financial statements of WGE and the related notes for the year ended December 31, 2019 (the “ Financial Statements ”), which are prepared in accordance with IFRS. This MD&A and the accompanying Financial Statements have been reviewed and approved by the Company’s Board of Directors.

HIGHLIGHTS - 2019

On 9 May 2019, the Company completed a private placement issuing 11,833,334 shares for aggregate proceeds of £355,000.

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Advanced understanding of the Knapdale Gold Project in Scotland and developed a plan for fifteen diamond drill holes of between 80-120 metres depth for an aggregate 1,500 metres to further evaluate the economic potential of the Stronchullin and Allt Dearg quartz-gold base metal lode structures.
Evaluated alternative financing sources and strategies, which carried forward to 2020.
Obtained £155,000 in aggregate unsecured debt financing. The borrowings were from Zila Corporation for principal amounts of £75,000 on 28 March 2019 and £50,000 on 9 October 2019, and from Smaller Company Capital Ltd. for £30,000 on 3 October 2019. The borrowings incurred interest at 10% per annum and were payable on demand.

HIGHLIGHTS – 2020 TO DATE

Willie McLucas appointed to the Board of Directors in January 2020.
The Company completed its assessments of the potential of its two exploration projects and determined its near-term exploration and related financing activities would focus on its Knapdale Project.
Liquidity improved in Q1 2020 due to receipt of the £52,810 research and development tax credit and share subscription deposits of £550,674 towards the private placement that was completed on May 7, 2020. On January 22, 2020 the Company entered into a loan agreement with one of its shareholders for £50,000, unsecured, at an interest rate of 10% per annum and term of one year. Borrowings of £164,694 at December 31, 2019 increased by £50,000 in January 2020 and subsequently decreased to £55,953 at June 30 2020. The remaining Borrowings were paid in full on July 29, 2020.
On May 7, 2020, completed the private placement issuing 20,016,666 Ordinary shares for gross and net proceeds of £600,500 raised from existing shareholders. No costs were incurred to complete the private placement. The planned use of funds includes preparing for a proposed drilling campaign and general corporate uses .
On 14 July 2020 the Company and the holders of a majority of its outstanding shares entered into a binding definitive share exchange agreement with TSXV listed Cassowary Capital Corporation Limited (TSXV: BIRD.P) (“BIRD”) to provide for the completion of a business combination wherein BIRD will acquire the outstanding shares of WGE in exchange for 32,666,900 common shares of BIRD (the “ Transaction ”). On August 12, 2020, BIRD also announced that it increased its proposed concurrent non-brokered private placement to a maximum of CA$1,700,000 worth of subscription receipts (the “ BIRD Private Placement) . As at the date of approving this MD&A these funds have been committed to BIRD and are contingent on the Transaction successfully completing.
Pursuant to the conditions of the Transaction, BIRD engaged Apex Geoscience Ltd. and Lakehead Geological Services Inc. of Canada to prepare a Technical Report in accordance with the Canadian Securities Administration’s NI 43-101, The intent of the Technical Report is to provide: 1) a geological introduction to Knapdale; 2) sufficient evidence of no less than C$100,000 of exploration expenditures on Knapdale; and recommendations for future exploration work programs. The Technical Report was completed 12 June 2020.
The Group has a £1,500,000 commitment to spend on the Knapdale exploration asset by 29 January 2021. The Directors reached an agreement with the licence holders to extend that commitment to 29 July 2022, contingent on the Transaction successfully completing.

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Western Gold Exploration Limited

OUTLOOK

a deep overburden survey over an 1,800-metre strength length of the Stronchullin veins at Knapdale;
diamond drilling of up to 1,480 metres in aggregate over up to 14 holes; and
investigation of Gossan Burn at Knapdale.

COMPANY OVERVIEW

The Company is a mineral exploration company primarily operating in Scotland through its wholly-owned subsidiary Lorne Resources Ltd. (“ Lorne ”) a Scottish registered company (registered no. SC419439) with its office in North Berwick, East Lothian, Scotland. The Company acquired Lorne in March 2018 to obtain its Knapdale Gold Project license (“ Knapdale ”) and the Lagalochan license (“ Lagalochan ”). Knapdale is an early exploration stage project prospective for orogenic quartz-gold-silver lodes that comprises three contiguous sub-properties (Stronchullin prospect; Ormsary North and Ormsary South collectively the Allt Dearg prospect). Knapdale is in the parish of Knapdale South, which is approximately 70 km west of Glasgow. The Company’s focus is to conduct an exploration program targeting historic mines and gold occurrences to develop an initial resource estimate. Lagalochan is considered a copper-gold porphyry prospect for future exploration.

OVERVIEW OF PROJECTS

Knapdale Gold Project

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The Ormsary South sub-property Prospecting Agreements include surface access rights and base metal mining rights agreements. Mining rights to gold and silver are owned by the Crown.

The landowners have granted exclusive surface access to Lorne for up to 15 years from 2018, with work commitments of £1.5 million before July 29, 2022 and £3 million in total before July 29, 2024. In 2020, the landowners agreed to extend the initial work commitment period from January 29, 2021 to July 29, 2022 and the second work commitment from January 29, 2023 to July 29, 2024. The Prospecting Agreements may be terminated by the landowners if the work commitment is not met. The option period for the Prospecting Agreements expires on January 28, 2033.

Lagalochan Project

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SELECTED FINANCIAL INFORMATION

The following table provides selected consolidated financial information in GBP for the previous three fiscal years.

	YEARENDED	YEARENDED	13-MONTHSENDED
	AND AS AT	AND AS AT	AND AS AT
	DECEMBER31,	DECEMBER31,	DECEMBER31,
	2019	2018	2017
Loss before income tax	128,217	344,457	180,449
Net loss	75,407	325,159	180,449
Net loss per share	0.001	0.0031	180.45
Cash and cash equivalents	257	6,947	437,131
Working capital (deficit)(1)	(121,816)	19,131	332,245
Total assets	1,620,809	1,169,678	645,856
Total non-current liabilities	-	-	-

(1) Working capital equals current assets less current liabilities, and is a non-GAAP measure used by management. Note: The Company has no history of declaring dividends.

At December 31, 2019, the working capital deficit was approximately £121,816, primarily due to the unsecured borrowings of £164,694, including interest. The borrowings were repaid in full in 2020.

RESULTS OF OPERATIONS

For the Year Ended December 31, 2019 and December 31, 2018:

	YEAR ENDED AND AS AT	YEAR ENDED AND AS AT
	DECEMBER31, 2019	DECEMBER31, 2018
EXPENSES
General and administrative	118,523	344,457
Finance expenses	9,694	-
Income tax credit	(52,810)	(19,298)
Net loss for theperiod	75,407	325,159

During the year ended December 31, 2019 the Company incurred net losses from continuing operations of £75,407 as compared to net losses of £325,159 during the prior year. The decrease in net losses is primarily due to lower general administrative expenses related to legal costs and travel.

INTANGIBLE ASSETS – EXPLORATION AND EVALUATION EXPENDITURES

The Company's expenditures on its mineral properties for the periods indicated in the following table were:

	YEARENDED	YEARENDED	13-MONTHSENDED
	DECEMBER31,	DECEMBER31,	DECEMBER31,
	2019	2018	2017
Knapdale	1,033,703	977,086	206,516
Lagalochan	524,228	160,305	791
Total Exploration& Evaluation	1,557,931	1,137,391	207,307

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The Company's focus in 2019 and 2018 was to initial exploration and evaluation of licenses acquired with the Lorne acquisition. The Company began with drilling and evaluation activities on Lagalochan and subsequently shifted to Knapdale in 2019. Its capitalized expenditures on intangible assets were as follows:

	THREEMONTHS	THREEMONTHS	YEAR	YEAR
	ENDED	ENDED	ENDED	ENDED
	DECEMBER31,	DECEMBER31,	DECEMBER31,	DECEMBER31,
	2019	2018	2019	2018
Knapdale
Consulting	17,118	38,728	19,115	141,669
Drilling	-	-	-	98,469
Groundworks	-	-	-	3,080
Other	-	4,000	-	15,951
Knapdale Total	17,118	42,728	19,115	259,169
Lagalochan
Consulting	5,923	9,679	56,303	11,479
Drilling	43,255	-	315,299	-
Groundworks	-	-	-	20,035
Other	5,087	-	20,348	-
Lagalochan Total	54,265	9,679	363,923	31,514
Total exploration and evaluation
expenditures additions	£71,383	£52,407	£420,540	£290,683

During the year ended December 31, 2019 the increase in expenditures related primarily to the drilling program on Lagalochan. Further evaluation resulted in the Company shifting its future focus to Knapdale.

GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative (“ G&A ”) and other expenses:

	THREE	THREE
	MONTHS	MONTHS	YEAR	YEAR
	ENDED	ENDED	ENDED	ENDED
	DECEMBER	DECEMBER	DECEMBER	DECEMBER
	31, 2019	31, 2018	31, 2019	31, 2018
Advertising and marketing	1,250	-	1,250	-
Compensation	17,467	13,228	41,467	123,157
Office and sundry	76	2,389	9,578	16,402
Professional Fees	12,136	10,606	26,795	161,966
Property rent	(4,187)	7,400	38,100	32,299
Travel	-	7,572	1,333	10,633
General and administrative	26,742	41,195	118,543	344,457

SUMMARY OF QUARTERLY RESULTS

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				Net loss
	Total	Loss before	Net Loss	(profit) per	Total
Quarterly period	revenue	tax	(Profit)	share	Assets
ended	£	£	£	£	£
December 31, 2019	Nil	33,036	(19,774)	(£0.000)	1,620,809
September 30, 2019	Ni	38,437	38,437	£0.000	1,513,071
June 30, 2019	Nil	18,012	18,012	£0.000	1,496,060
March 31, 2019	Nil	38,732	38,732	£0.000	1,559,790
December 31, 2018	Nil	41,195	21,897	£0.000	1,169,678
September 30, 2018	Nil	44,893	44,893	£0.000	1,207,566
June 30, 2018	Nil	42,373	42,373	£0.000	1,256,116
March 31, 2018	Nil	215,996	215,996	£0.004	1,513,071

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at December 31, 2019 totalled £257 (December 31, 2018 - £6,947). At December 31, 2019, the Company had a negative working capital (non-GAAP measure equal to current assets less current liabilities) of £121,816 as compared to working capital of £19,131 as at December 31, 2018. The proceeds received by the Company upon closing a financing on May 7, 2020 alleviated the near-term cash shortfall.

Financing Activities : For the year ended December 31, 2019 net cash inflows arising from financing activities of £510,000 included £355,000 proceeds from a private placement and £155,000 from borrowings as compared to cash inflows of £159,600 from share issuances for the year ended December 31, 2018.

The Company had borrowings of £164,694 as at December 31, 2019 related to unsecured borrowings. The borrowings amount was reduced to £104,199 as at March 31, 2020 and then paid in full in Q2 2020.

On May 7, 2020, the Company closed a private placement issuing 20,016,666 shares for gross proceeds of £600,500, which included the subscription deposits received in February and March 2020 of £550,476.

On 14 July 2020 the Company and the holders of a majority of its outstanding shares entered into a binding definitive share exchange agreement with TSXV BIRD setting forth the terms and conditions of the Transaction. On August 12, 2020, BIRD also announced that it increased its proposed concurrent nonbrokered private placement to a maximum of CA$1,700,000 worth of subscription receipts. As at the date of approving these financial statements these funds have been committed to BIRD and are contingent on the Transaction successfully completing.

Operating Activities: During the year ended December 31, 2019, cash used in operating activities mainly comprised of general and administrative expenses. Cash used in operating activities for the year ended December 31, 2019 totalled £96,149 compared to £299,101 for the year ended December 31, 2018. The decrease in expenditures is primarily due to 2018’s higher professional fees related to evaluating prospective projects and financing alternatives and share-based compensation issued to one of the directors.

Investing Activities: For the year ended December 31, 2019 cash outflows arising from investing activities totalled £420,540 as compared to cash outflows of £290,683 for the year ended December 31, 2018. The cash outflows consisted of capitalized exploration costs for Knapdale and Lagalochan, with the 2019

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increase due primarily to the Lagalochan drilling program and the 2018 expenditures primarily due to the Knapdale drilling program.

MARKET TRENDS

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

RELATED PARTY TRANSACTIONS

There were no amounts owing to key management personnel as at December 31, 2019 or December 31, 2018. Transactions with key management personnel were as follows:

	YEAR ENDED	YEAR ENDED
	DECEMBER	DECEMBER
	31, 2019	31, 2018
Director and other fees(1)	94,705	104,427
Share basedpayments	-	78,620
Total transactions with key management personnel	94,705	183,047

(1) Directors do not have employment or service contracts with the Company, but may be entitled to director fees and are also eligible for share-based payments.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments as of December 31, 2019, consist of cash and cash equivalents, receivables, trade and other payables, and borrowings. The Company’s financial instruments are denominated in GBP.

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SHARE CAPITAL AS AT AUGUST 13, 2020

As permitted by the Corporations Act 2006, the Company does not have an authorised limit to its share capital and it has one class of Ordinary shares, which carry no right to fixed income.

Class	Par Value	Authorized	Issued Number
Ordinaryshares	£0.001	Unlimited	161,334,000

On March 22, 2018 the Company issued to Eurasian Consolidated Minerals Pty Ltd (ECM), a warrant to acquire shares in the Company, subject to certain conditions including an anti-dilution requirement, in consideration for acquiring all the share capital of Lorne Resources Limited from ECM. At the date of issuance fair value of the Warrants Shares was £639,401 and has been included in intangible assets on the statement of financial position. Based on the present number of Ordinary Shares issued and outstanding, ECM holds Warrant Shares with the right to acquire 38,342,875 Ordinary Shares. ECM has provided the Company notice that ECM will exercise its Warrant Shares prior to the closing of the Transaction in 2020.

CAPITAL MANAGEMENT

The Company manages capital through its financial and operational forecasting processes. The Company’s capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2019. Refer to Note 18 – Financial Instruments – risk management Policies in the Company’s

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the Consolidated Financial Statements for the year ended December 31, 2019.

Effective July 14, 2020, Western Gold and the holders of a majority of the outstanding shares of the Company, entered into a binding definitive share exchange agreement with BIRD to provide for the Transaction. The combined entity (the “ Resulting Issuer ”) will continue the business of Western Gold. BIRD also announced on August 12, 2020 that due to strong demand, it increased the size of the BIRD Private Placement to a maximum of CA$1,700,000. Completion of the Transaction is subject to a number of conditions, including the completion of the BIRD Private Placement. Pursuant to the terms of the Transaction, BIRD will acquire all of the issued and outstanding shares of Western Gold (which will be 199,676,875 immediately prior to closing the transaction) in exchange for 32,666,900 shares of the Resulting Issuer (on a pre-consolidation basis (as defined below) at the closing of the Transaction. Proposed concurrently with the completion of the Transaction, the shares of the Resulting Issuer would be consolidated on the basis of one (1) post-consolidation share for each two and one-half (2.5) pre-consolidation shares.

RISK FACTORS

Proposed Transaction Not Approved: There can be no assurance that the Transaction will be accepted by the TSX Venture Exchange. There can be no assurance that all the necessary approvals, including the approval of the majority of the shareholders of BIRD, will be obtained.
The Completion of the Transaction May Be Delayed Due to Health Epidemics and Other Outbreaks of Communicable Diseases: In December 2019, a novel strain of the coronavirus (COVID-19) emerged in China and the virus has now spread to several other countries, including the United Kingdom and Canada, and infections have been reported globally. The extent to which the coronavirus impacts the ability of the Company and BIRD to obtain the necessary third party approvals required to complete the Transaction, including the approval by the shareholders of BIRD, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak.
The Impact of the Current Coronavirus (COVID-19) Pandemic May Significantly Impact the Company and the Resulting Issuer: The current coronavirus (COVID-19) global health pandemic is significantly impacting the global economy and commodity and financial markets. The full extent and impact of the coronavirus (COVID-19) pandemic is unknown and to date has included extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices (including gold) and has raised the prospect of an extended global recession. As well, as efforts are undertaken to slow the spread of the coronavirus (COVID-19) pandemic, the operation and development of mining projects may be impacted. To date, a number of mining projects have been suspended as cases of coronavirus (COVID-19) have been confirmed, for precautionary purposes or as governments have declared a state of emergency or taken other actions. If the operation or development of one or more of the properties in which the Company or the Resulting Issuer, as applicable, holds an interest and from which it receives or expects to receive revenue is suspended, it may have a material adverse impact on the Company or the Resulting Issuer’s, as applicable, results of operations, financial condition and the trading price of the Resulting Issuer’s securities. The broader impact of coronavirus (COVID-19) pandemic on investors, businesses, the global economy or financial and commodity markets may also have a material adverse impact on the Company’s results of operations, financial conditions and the trading price of the Reporting Issuer’s securities, as applicable.

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Nature of Activities: The exploration for and development of mineral projects involves significant risks which even a combination of careful evaluation, experience and knowledge may not mitigate. Few properties that are explored are ultimately developed into producing mines. Knapdale is at the early exploration stage, but it is impossible to provide any assurance that the project and any exploration further planned by the Company will result in a profitable commercial mining operation.
Exploration and Evaluation Costs: Actual exploration, development or other costs and economic returns may differ significantly from those the Company has anticipated and there are no assurances that any future activities will result in profitable mining operations. The Company has limited operating history and there can be no assurance of its ability to operate its projects profitably.
Commodity Prices: Changes in the market price for mineral production, which have fluctuated widely in the past, will affect the future profitability of the Company’s operations and financial condition.
Financing and Dilution : The Company’s historical capital needs have been met primarily by the issuance of shares and, from demand loans provided by shareholders. The Company’s planned activities include the drilling and other exploration activities. The Company will require additional funds to further explore and develop its properties. The Company has limited financial resources and no current source of recurring revenue. The junior resource market where the Company raises funds is extremely volatile, companies are subject to high level of competition for the same pool of investment dollars, and there is no guarantee that the Company will be able to raise adequate funds in a timely manner to conduct its business. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. The terms of any additional financing obtained by the Company could result in substantial dilution to the shareholders of the Company.
Trading Price : Market prices of shares of development stage companies are often volatile. Factors such as announcement of mineral discoveries and financial results have a significant effect on the price of the Company's shares. The limited trading volume of the Company's shares reduces the liquidity of an investment in the Company's shares. The Company has no dividend payment policy and does not intend to pay any dividends in the foreseeable future.
Title: Although the Company has taken steps to verify title to its mineral property interests there is no guarantee that the mineral properties will not be subject to title disputes or undetected defects.
Land Access : The Company owns the mineral rights to the Knapdale and Lagalochan. Further negotiations with landowners will be required to efficiently manage the existing access rights and advance the exploration activities.
Regulatory: Many of the mineral rights and interests of the Company are subject to government approvals, licences and permits. Such approvals, licences and permits are, as a practical matter, subject to the discretion of applicable governments or governmental officials. There is a risk that additional time for approvals may result in additional overhead and other costs that may be incurred during the additional time that may be required for approvals.
Environmental: The Company is subject to laws and regulations related to environmental matters, including provisions for reclamation, discharge of hazardous material and other matters. The Company conducts its exploration activities in compliance with applicable environmental legislation and is not aware of any existing environmental problems related to its mineral property interests that may be the cause of material liability to the Company. In addition, the Company has periodically engaged experts to assist the Company in modifying its processes and documentation to facilitate compliance with international standards.

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Insurance: Mining is a heavy industry activity and requires high standards of safety in construction and operations. The Company expects to continue to evolve its health and safety policies and practices ensure they meet the high standards required for managing the risks of each phase of developing and operating its projects. Sometimes hazards result from conditions or elements beyond the Company’s control, which could have a material adverse effect on the Company’s business. The Company’s insurance coverage does not cover all of its potential losses, liabilities and damage related to its business and certain risks are uninsured or uninsurable.
Personnel: The Company may experience difficulty in attracting and retaining qualified management to meet the needs of its anticipated growth, and the failure to manage the Company’s growth effectively could have a material adverse effect on its business and financial condition. Insofar as certain directors and officers of the Company hold similar positions with other mineral resource companies, conflicts may arise between the obligations of these directors and officers to the Company and to such other mineral resource companies.
Tax: Changes in taxation legislation or regulations in the countries in which the Company operates could have a material adverse effect on the Company’s business and financial condition.
Western Gold Depends on Two Mineral Projects: Any adverse development affecting Knapdale and Lagalochan will have a material adverse effect on Western Gold’s business, prospects, profitability, financial performance and results of the operations. These developments include, but are not limited to, the inability to obtain financing to explore and advance its projects, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, property, and which could hinder the development of the projects.
Significant Shareholders: The Company has received notices that the warrants presently outstanding will be exercised prior to closing the Transaction, which will result in the Ordinary Shares outstanding increasing in 2020 as followings:

Issued and outstanding at December 31, 2019		135,817,334 shares
Issued May 7, 2020 for gross proceeds of £600,500		20,016,666
Options exercised/being exercised July 6. 2020		5,500,000
Sub-total		161,334,000
Warrants being exercised prior to Transaction closing		38,342,875
Total Issued Ordinary Shares (prior to Transaction closing)		199,676,875
Based on the Total Issued Ordinary Shares noted above, the significant shareholders include:
Zila Corporation	44,000,000	shares 22.0%
Eurasian Consolidated Minerals Pty. Ltd.	38,342,875	19.2%
Smaller Company Capital Ltd.	21,800,000	10.9%
JG&S Family Revocable Trust	15,000,000	7.5%
JG&S GRAT Remainder Trust	10,000,000	5.0%
JG&S GST Exempt Trust	10,000,000	5.0%

Global Economic Issues: Global financial and economic conditions have been characterized by extreme volatility in recent years, including commodity-price fluctuations and the cost of debt and equity securities. In addition, the COVID-19 pandemic declared by the World Health Organization in March 2020, had an immediate and significant adverse effect on economic activities around the world and its implications continue to evolve. Access to public and private debt and equity financing has been negatively impacted during this time. If such conditions persist or worsen, they could negatively impact

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the ability of the Company to obtain debt or equity financing in the future and, if obtained, on terms favourable to the Company. Additionally, global economic conditions may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. Changes in global economic conditions may also lead to significant changes in commodity prices. If these conditions and volatility persist or worsen, the Company’s business, results of operations and financial condition could be adversely impacted and the value and price of the Company’s shares could be adversely affected.

Conflicts of Interest: Directors of the Company are or may become directors or officers of other mineral resource companies or have significant shareholdings in such other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, its directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.
Western Gold Has a Limited Operating History and No History of Earnings, Positive Cash Flow or Dividend Payments: An investment in Western Gold shares should be considered highly speculative due to the nature of the Company’s business. Western Gold has no history of earnings, it has not paid any dividends and it is unlikely to enjoy earnings or pay dividends in the immediate or foreseeable future. The Company has not commenced commercial production and it has no history of earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that Western Gold will be able to develop any of its properties profitably or that its activities will generate positive cash flow.
Western Gold Faces Significant Competition for Attractive Mineral Properties: Significant and increasing competition exists for the limited number of mineral acquisition opportunities available. Western Gold’s ability to acquire properties in the future will depend not only on its ability to develop its present property, but also on its ability to select and acquire properties or prospects for mineral exploration. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than Western Gold, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable.
Community Relations: The Company’s relationship with the communities in which it operates is critical to the successful development, construction and operation of its properties. The Company is committed to operating in a socially responsible manner. However, there is no guarantee that its projects will be accepted by the communities in which they are located.

QUALIFIED PERSONS

Roy Eccles (Apex Geoscience), a consultant to the Company, is a Qualified Person as defined in NI 43-101, and has reviewed and verified the technical content in this MD&A.

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Refer to Note 2 – Accounting Policies in the Company’s Consolidated Financial Statements for the year ended December 31, 2019.

INTERNAL CONTROL OVER FINANCIAL REPORTING

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There was no change in the Company’s internal controls over financial reporting that occurred during the year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Management’s Discussion and Analysis

For the Year Ended December 31, 2018

(dated: August 13, 2020)

Western Gold Exploration Limited

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION _____ 3 GENERAL ____________ 3 HIGHLIGHTS AND OVERVIEW - 2018 _________ 3 COMPANY OVERVIEW __________ 4 OVERVIEW OF PROJECTS ____________ 4 LIQUIDITY AND CAPITAL RESOURCES __________ 8 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS _______ 9 SHARE CAPITAL AS AT AUGUST 13, 2020 ________ 10 CAPITAL MANAGEMENT __________ 10 RISK FACTORS _____________ 11 SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES _____ 14 INTERNAL CONTROL OVER FINANCIAL REPORTING _______ 14

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Western Gold Exploration Limited Management’s Discussion and Analysis For the Year Ended December 31, 2018

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

GENERAL

This MD&A is intended to help the reader understand WGE, our operations, financial performance and present and future business environment. This MD&A is prepared as of August 13, 2020, and should be read in conjunction with the consolidated financial statements of WGE and the related notes for the year ended December 31, 2018, which comprise an integral part of the consolidated financial statements of WGE for the year ended December 31, 2018 (the “ Financial Statements ”), which are prepared in accordance with IFRS. This MD&A and the accompanying Financial Statements have been reviewed and approved by the Company’s Board of Directors.

HIGHLIGHTS AND OVERVIEW - 2018

In March 2018, the Company acquired Lorne Resources Ltd. (“ Lorne ”) a Scottish registered company (registered no. SC419439) to obtain its Knapdale Gold Project license (“ Knapdale ”) and the Lagalochan license (“ Lagalochan ”).
On 10 May 2018, the Company completed a private placement issuing 2,400,000 shares for aggregate proceeds of £60,000.

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Western Gold Exploration Limited

On 1 May 2018, the Company completed a private placement issuing 21,584,000 shares for aggregate proceeds of £539,600.
On 9 February 2018, the Company completed a private placement issuing 20,000,000 shares for aggregate proceeds of £200,000.
On 8 February 2018, the Company completed a private placement issuing 79,999,000 shares for aggregate proceeds of £79,999.
The Company began a drilling exploration program on Lagalochan in the second-half of 2018 and is expected to finish in early 2019.

COMPANY OVERVIEW

The Company is a mineral exploration company primarily operating in Scotland through its wholly-owned subsidiary Lorne, a Scottish registered company (registered no. SC419439) with its office in North Berwick, East Lothian, Scotland. The Company acquired Lorne in March 2018 to obtain the Knapdale and the Lagalochan licenses. Knapdale is an early exploration stage project prospective for orogenic quartz-goldsilver lodes that comprises three contiguous sub-properties (Stronchullin prospect; Ormsary North and Ormsary South collectively the Allt Dearg prospect). Knapdale is in the parish of Knapdale South, which is approximately 70 km west of Glasgow. The Company’s focus is to conduct an exploration program targeting historic mines and gold occurrences to develop an initial resource estimate. Lagalochan is considered a copper porphyry prospect for future exploration.

OVERVIEW OF PROJECTS

Knapdale Gold Project

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The Ormsary South sub-property Prospecting Agreements include surface access rights and base metal mining rights agreements. Mining rights to gold and silver are owned by the Crown.

The landowners have granted exclusive surface access to Lorne for up to 15 years from 2018, with work commitments of £1.5 million before January 29, 2021 and £3 million in total before January 29, 2023. The Prospecting Agreements may be terminated by the landowners if the work commitment is not met. The option period for the Prospecting Agreements expires on January 28, 2033.

Lagalochan Project

Lagalochan is an early stage exploration stage copper porphyry prospect located in East Kames, Kilmelford, Scotland. The mineral rights extend to base metal exploration rights over 612.5 hectares, with right to lease gold exploration rights over 118 km[2] , with conditional right to lease. The Company began a drilling exploration program in the second-half of 2018 and finishing in early 2019. The Lagalochan license requires annual payments related to access agreements and rights of £24,000 each September; £8,000 each October and £5,000 each July. There is no work commitment included in the agreements.

SELECTED FINANCIAL INFORMATION

The following table provides selected consolidated financial information in GBP for the previous two fiscal years.

years.
	YEARENDED	13-MONTHSENDED
	AND AS AT	AND AS AT
	DECEMBER31,	DECEMBER31,
	2018	2017
Loss before income tax	344,457	180,449
Net loss	325,159	180,449
Net loss per share	0.0031	180.45
Cash and cash equivalents	6,947	437,131
Working capital(1)	19,131	332,245
Total assets	1,169,678	645,856
Total non-current liabilities	-	-

(1) Working capital equals current assets less current liabilities, and is a non-GAAP measure used by management. Note: The Company has no history of declaring dividends.

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At December 31, 2018, the working capital of approximately £19,131 decreased from the prior year end, primarily due to increased exploration and evaluation spending.

RESULTS OF OPERATIONS

For the Year Ended December 31, 2018 and 13-months ended December 31, 2017:

	YEAR ENDED AND AS AT	13-MONTHS ENDED AND AS
		AT
	DECEMBER31, 2018	DECEMBER31, 2017
EXPENSES
General and administrative	344,457	180,449
Income tax credit	(19,298)	-
Net loss for theperiod	325,159	180,449

During the year ended December 31, 2018 the Company incurred net losses from continuing operations of £325,159 as compared to net losses of £180,449 during the prior year. The increase in net losses is primarily due to expanded operations resulting from the evaluation, acquisition and operation of Lorne.

INTANGIBLE ASSETS – EXPLORATION AND EVALUATION EXPENDITURES

The Company's expenditures on its mineral properties for the periods indicated in the following table were:

	YEARENDED	13-MONTHSENDED
	DECEMBER31,	DECEMBER31,
	2018	2017
Knapdale	977,086	206,516
Lagalochan	160,305	791
Total Exploration & Evaluation	1,137,391	207,307

The Company's exploration and evaluation expenditures in 2017 and 2018 related to the licenses acquired with the Lorne acquisition. The Company began with drilling and evaluation activities on Lagalochan. Its capitalized expenditures on intangible assets were as follows:

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	THREEMONTHS	THREEMONTHS	YEAR	13-MONTHS
	ENDED	ENDED	ENDED	ENDED
	DECEMBER31,	DECEMBER31,	DECEMBER31,	DECEMBER31,
	2018	2017	2018	2017
Knapdale
Consulting	38,728	95,233	141,669	95,233
Drilling	-	111,283	98,469	111,283
Groundworks	-	-	3,080	-
Other	4,000	-	15,951	-
Knapdale Total	42,728	206,516	259,169	206,516
Lagalochan
Consulting	9,679	-	11,479	-
Drilling	-	-	-	-
Groundworks	-	791	20,035	791
Other
	-	-	-	-
Lagalochan Total	9,679	791	31,514	791
Total exploration and evaluation
expenditures additions	£52,407	£207,307	£290,683	£207,307

During the year ended December 31, 2018 the increase in expenditures related primarily to the continuation of the evaluation of the licenses and the drilling program on Knapdale.

GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative (“ G&A ”) and other expenses:

	YEAR ENDED	13-MONTHSENDED
	DECEMBER31, 2018	DECEMBER31, 2017
Compensation	123,157	-
Office and sundry	16,402	79,342
Professional Fees	161,966	100,788
Property rent	32,299	-
Travel	10,633	319
General and administrative	344,457	180,449

SUMMARY OF QUARTERLY RESULTS

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

				Net loss
	Total	Loss before	Net Loss	(profit) per	Total
Quarterly period	revenue	tax	(Profit)	share	Assets
ended	£	£	£	£	£
December 31, 2018	Nil	41,195	21,897	£0.000	1,169,678
September 30, 2018	Nil	44,893	44,893	£0.000	1,207,566
June 30, 2018	Nil	42,373	42,373	£0.000	1,256,116
March 31, 2018	Nil	215,996	215,996	£0.004	1,513,071
December 31, 2017	Nil	180,449	180,449	£180.04(i)	645,856
September 30, 2017	Nil	75,039	75,039	£75.04(i)	4,961
June 30, 2017	Nil	-	-	-	-
March 31, 2017	Nil	-	-	-	-

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at December 31, 2018 totalled £6,947 (December 31, 2017 - £437,131). At December 31, 2018, the Company had a negative working capital (non-GAAP measure equal to current assets less current liabilities) of £19,131 as compared to working capital of £332,245 as at December 31, 2017.

Financing Activities : For the year ended December 31, 2018 net cash inflows arising from financing activities of £159,600 from share issuances as compared to cash inflows in the 13-month period ended December 31, 2017of £720,000 in equity funding for shares to be issued in 2018.

Details regarding financing activities subsequent to the year ended December 31, 2018 are provided in the Financial Statements and the corresponding Management’s Discussion and Analysis for the year ended December 31, 2019, which are dated the same as this report on August 13, 2020.

Operating Activities: Cash used in operating activities for the year ended December 31, 2018 totalled £299,101 compared to £75,561 for the 13-month period ended December 31, 2017. The increase in expenditures resulted from 2018 being the first full year of operations.

Investing Activities: For the year ended December 31, 2018 cash outflows arising from investing activities totalled £290,683 as compared to cash outflows of £207,307 for the 13-month period ended December 31, 2017. The cash outflows consisted of capitalized exploration and evaluation costs for Knapdale and Lagalochan.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

MARKET TRENDS

The Company’s future financial performance is dependent on many external factors including the markets of certain precious and base metals. The markets for these commodities are volatile and difficult top predict as they are impacted by many factors including international political and social and economic conditions. These conditions, combined with volatility in the capital markets, could materially affect the future financial performance of the Company.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

The Prospecting Agreements with the Knapdale landowners granted exclusive surface access to Lorne (wholly-owned by WGE), for up to 15 years from 2018. Work commitments of £1,500,000 before July 29, 2022, and £3,000,000 in total before January 29, 2024. The Prospecting Agreements may be terminated by landowners if the work commitment is not met. The option period under the Prospecting Agreements expires on January 28, 2033.

RELATED PARTY TRANSACTIONS

There were no amounts owing to key management personnel as at December 31, 2018 or December 31, 2017. Transactions with key management personnel were as follows:

		13-MONTH PERIOD
	YEAR ENDED	ENDED
	DECEMBER	DECEMBER
	31, 2018	31, 2017
Director and other fees(1)	104,427	-
Share basedpayments	78,620	-
Total transactions with key management personnel	183,047	-

(1) Directors do not have employment or service contracts with the Company, but may be entitled to director fees and are also eligible for share-based payments.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments as of December 31, 2018, consist of cash and cash equivalents, receivables, trade and other payables. The Company’s financial instruments are denominated in GBP.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

investment-grade short-term deposit certificates and overnight deposits in the UK. Management believes the risk of loss to be minimal given the apparent financial strength of the financial institutions with whom the Company transacts.

SHARE CAPITAL AS AT AUGUST 13, 2020

As permitted by the Corporations Act 2006, the Company does not have an authorised limit to its share capital and it has one class of Ordinary shares, which carry no right to fixed income.

Class	Par Value	Authorized	Issued Number
Ordinaryshares	£0.001	Unlimited	161,334,000

On March 22, 2018 the Company issued to Eurasian Consolidated Minerals Pty Ltd (ECM), a warrant to acquire shares in the Company, subject to certain conditions including an anti-dilution requirement, in consideration for acquiring all the share capital of Lorne Resources Limited from ECM. At the date of issuance fair value of the Warrants Shares was £639,401 and has been included in intangible assets on the statement of financial position. Based on the present number of Ordinary Shares issued and outstanding, ECM holds Warrant Shares with the right to acquire 38,342,875 Ordinary Shares. ECM has provided the Company notice that ECM will exercise its Warrant Shares prior to the closing of the Transaction in 2020.

CAPITAL MANAGEMENT

The Company manages capital through its financial and operational forecasting processes. The Company’s capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2018. Refer to Note 18 – Financial Instruments – risk management Policies in the Company’s the Financial Statements.

Details regarding financing activities subsequent to the year ended December 31, 2018 are provided in the Financial Statements and the corresponding Management’s Discussion and Analysis for the year ended December 31, 2019, which is dated the same as this report on August 13, 2020.

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Western Gold Exploration Limited

RISK FACTORS

Proposed Transaction Not Approved: There can be no assurance that the Transaction will be accepted by the TSX Venture Exchange. There can be no assurance that all the necessary approvals, including the approval of the majority of the shareholders of BIRD, will be obtained.
Nature of Activities: The exploration for and development of mineral projects involves significant risks which even a combination of careful evaluation, experience and knowledge may not mitigate. Few properties that are explored are ultimately developed into producing mines. Knapdale is at the early exploration stage, but it is impossible to provide any assurance that the project and any exploration further planned by the Company will result in a profitable commercial mining operation.
Exploration and Evaluation Costs: Actual exploration, development or other costs and economic returns may differ significantly from those the Company has anticipated and there are no assurances that any future activities will result in profitable mining operations. The Company has limited operating history and there can be no assurance of its ability to operate its projects profitably.
Commodity Prices: Changes in the market price for mineral production, which have fluctuated widely in the past, will affect the future profitability of the Company’s operations and financial condition.
Financing and Dilution : The Company’s historical capital needs have been met primarily by the issuance of shares and, from demand loans provided by shareholders. The Company’s planned activities include the drilling and other exploration activities. The Company will require additional funds to further explore and develop its properties. The Company has limited financial resources and no current source of recurring revenue. The junior resource market where the Company raises funds is extremely volatile, companies are subject to high level of competition for the same pool of investment dollars, and there is no guarantee that the Company will be able to raise adequate funds in a timely manner to conduct its business. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. The terms of any additional financing obtained by the Company could result in substantial dilution to the shareholders of the Company.
Trading Price : Market prices of shares of development stage companies are often volatile. Factors such as announcement of mineral discoveries and financial results have a significant effect on the price of the Company's shares. The limited trading volume of the Company's shares reduces the liquidity of an investment in the Company's shares. The Company has no dividend payment policy and does not intend to pay any dividends in the foreseeable future.
Title: Although the Company has taken steps to verify title to its mineral property interests there is no guarantee that the mineral properties will not be subject to title disputes or undetected defects.
Land Access : The Company owns the mineral rights to the Knapdale and Lagalochan. Further negotiations with landowners will be required to efficiently manage the existing access rights and advance the exploration activities.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

Regulatory: Many of the mineral rights and interests of the Company are subject to government approvals, licences and permits. Such approvals, licences and permits are, as a practical matter, subject to the discretion of applicable governments or governmental officials. There is a risk that additional time for approvals may result in additional overhead and other costs that may be incurred during the additional time that may be required for approvals.
Environmental: The Company is subject to laws and regulations related to environmental matters, including provisions for reclamation, discharge of hazardous material and other matters. The Company conducts its exploration activities in compliance with applicable environmental legislation and is not aware of any existing environmental problems related to its mineral property interests that may be the cause of material liability to the Company. In addition, the Company has periodically engaged experts to assist the Company in modifying its processes and documentation to facilitate compliance with international standards.
Insurance: Mining is a heavy industry activity and requires high standards of safety in construction and operations. The Company expects to continue to evolve its health and safety policies and practices ensure they meet the high standards required for managing the risks of each phase of developing and operating its projects. Sometimes hazards result from conditions or elements beyond the Company’s control, which could have a material adverse effect on the Company’s business. The Company’s insurance coverage does not cover all of its potential losses, liabilities and damage related to its business and certain risks are uninsured or uninsurable.
Personnel: The Company may experience difficulty in attracting and retaining qualified management to meet the needs of its anticipated growth, and the failure to manage the Company’s growth effectively could have a material adverse effect on its business and financial condition. Insofar as certain directors and officers of the Company hold similar positions with other mineral resource companies, conflicts may arise between the obligations of these directors and officers to the Company and to such other mineral resource companies.
Tax: Changes in taxation legislation or regulations in the countries in which the Company operates could have a material adverse effect on the Company’s business and financial condition.
Western Gold Depends on Two Mineral Projects: Any adverse development affecting Knapdale and Lagalochan will have a material adverse effect on Western Gold’s business, prospects, profitability, financial performance and results of the operations. These developments include, but are not limited to, the inability to obtain financing to explore and advance its projects, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, property, and which could hinder the development of the projects.
Significant Shareholders: The Company has received notices that the warrants presently outstanding will be exercised prior to closing the Transaction, which will result in the Ordinary Shares outstanding increasing in 2020 as followings:

Issued and outstanding at December 31, 2019 Issued May 7, 2020 for gross proceeds of £600,500 Options exercised/being exercised July 6. 2020 Sub-total Warrants being exercised prior to Transaction closing Total Issued Ordinary Shares (prior to Transaction closing)	135,817,334 shares 20,016,666 5,500,000 161,334,000 38,342,875 199,676,875

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

Based on the Total Issued Ordinary Shares noted	above, the significant	shareholders include:
Zila Corporation	44,000,000 shares	22.0%
Eurasian Consolidated Minerals Pty. Ltd.	38,342,875	19.2%
Smaller Company Capital Ltd.	21,800,000	10.9%
JG&S Family Revocable Trust	15,000,000	7.5%
JG&S GRAT Remainder Trust	10,000,000	5.0%
JG&S GST Exempt Trust	10,000,000	5.0%

Conflicts of Interest: Directors of the Company are or may become directors or officers of other mineral resource companies or have significant shareholdings in such other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, its directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.
Western Gold Has a Limited Operating History and No History of Earnings, Positive Cash Flow or Dividend Payments: An investment in Western Gold shares should be considered highly speculative due to the nature of the Company’s business. Western Gold has no history of earnings, it has not paid any dividends and it is unlikely to enjoy earnings or pay dividends in the immediate or foreseeable future. The Company has not commenced commercial production and it has no history of earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that Western Gold will be able to develop any of its properties profitably or that its activities will generate positive cash flow.
Western Gold Faces Significant Competition for Attractive Mineral Properties: Significant and increasing competition exists for the limited number of mineral acquisition opportunities available. Western Gold’s ability to acquire properties in the future will depend not only on its ability to develop its present property, but also on its ability to select and acquire properties or prospects for mineral exploration. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than Western Gold, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable.
Community Relations: The Company’s relationship with the communities in which it operates is critical to the successful development, construction and operation of its properties. The Company is committed to operating in a socially responsible manner. However, there is no guarantee that its projects will be accepted by the communities in which they are located.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Refer to Note 2 – Accounting Policies in the Financial Statements.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in the Company’s internal controls over financial reporting that occurred during the year ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Western Gold Exploration Limited

Management’s Discussion and Analysis

For the Year Ended December 31, 2017

(dated: August 13, 2020)

Western Gold Exploration Limited

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION _____ 3 GENERAL ____________ 3 HIGHLIGHTS AND OVERVIEW - 2017 _________ 3 HIGHLIGHTS AND OVERVIEW – POST 2017 _________ 4 COMPANY OVERVIEW __________ 4 OVERVIEW OF PROJECTS __________ 5 LIQUIDITY AND CAPITAL RESOURCES __________ 8 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS _______ 9 SHARE CAPITAL AS AT AUGUST 13, 2020 ________ 10 CAPITAL MANAGEMENT ___________ 10 RISK FACTORS _____________ 10 SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES _____ 14 INTERNAL CONTROL OVER FINANCIAL REPORTING _______ 14

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

Western Gold Exploration Limited Management’s Discussion and Analysis For the Year Ended December 31, 2017

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

GENERAL

This MD&A is intended to help the reader understand WGE, our operations, financial performance and present and future business environment. This MD&A is prepared as of August 13, 2020, and should be read in conjunction with the consolidated financial statements of WGE and the related notes for the year ended December 31, 2017, which comprise an integral part of the consolidated financial statements of WGE for the year ended December 31, 2017 (the “ Financial Statements ”), which are prepared in accordance with IFRS. This MD&A and the accompanying Financial Statements have been reviewed and approved by the Company’s Board of Directors.

HIGHLIGHTS AND OVERVIEW - 2017

In September 2017, the Company received its founders’ equity of £80,000 for 80,000,000 ordinary shares at £0.001 per share to be issued in 2018.
In September 2017 the Company advanced its evaluation of the exploration licenses owned by Lorne Resources Ltd. (“ Lorne ”) a Scottish registered company (registered no. SC419439) wholly-owned by Eurasian Consolidated Minerals Pty Ltd (“ECM”). Lorne owns the Knapdale Gold Project license

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

(“ Knapdale ”) and the Lagalochan license (“ Lagalochan ”). The evaluation process resulted in professional fees of £75,038 in September 2017, a commitment for further exploration and evaluation expenditures and the acquisition of Lorne.

In October 2017, the Company completed a second private placement, receiving £200,000 for 20,000,000 ordinary shares at £0.01 per share to be issued in 2018.
In December 2017, the Company completed a third private placement, receiving £440,000 for 17,600,000 ordinary shares at £0.025 per share to be issued in 2018.
From October through December 2017, the Company initiated the geological analysis and drilling programs on Knapdale, which continued into 2018.

HIGHLIGHTS AND OVERVIEW – POST 2017

Refer to the Management’s Discussion and Analysis for the year ended December 31, 2019 (“MD&A 2019”), which corresponds to the Financial Statements and is dated August 13, 2020, the same date as this MD&A.

COMPANY OVERVIEW

The Company is a mineral exploration company primarily operating in Scotland. Its activities in 2017 were directed at identifying appropriate exploration targets and raising funds to support the evaluation of prospective targets. The Company’s activities resulted in the identification of Knapdale and Lagalochan as exploration targets, which resulted in negotiations to evaluate and subsequently acquire Lorne. The Company conducted an initial drilling and evaluation program as part of its due diligence procedures related to its acquisition of Lorne. The Lorne acquisition transaction closed in March 2018, resulting in the Company obtaining the Knapdale and the Lagalochan licenses.

Knapdale is an early exploration stage project prospective for orogenic quartz-gold-silver lodes that comprises three contiguous sub-properties (Stronchullin prospect; Ormsary North and Ormsary South collectively the Allt Dearg prospect). Knapdale is in the parish of Knapdale South, which is approximately 70 km west of Glasgow. The Company’s focus is to conduct an exploration program targeting historic mines and gold occurrences to develop an initial resource estimate. Lagalochan is considered a copper porphyry prospect for future exploration.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

OVERVIEW OF PROJECTS

Knapdale Gold Project

Lagalochan Project

SELECTED FINANCIAL INFORMATION

The following table provides selected financial information in GBP for the 13-month period from the incorporation date of December 5, 2016 to December 31, 2017.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

	13-MONTHSENDED
	AND AS AT
	DECEMBER31,
	2017
Loss before income tax	180,449
Net loss	180,449
Net loss per share	180.45
Cash and cash equivalents	437,131
Working capital(1)	332,245
Total assets	645,856
Total non-current liabilities	-

(1) Working capital equals current assets less current liabilities, and is a non-GAAP measure used by management. Note: The Company has no history of declaring dividends.

At December 31, 2017, the working capital of approximately £332,245 resulted from the proceeds of equity raises in the aggregate of £720,000 less operating, exploration and evaluation expenditures incurred in the last four months of 2017.

RESULTS OF OPERATIONS

For the Year Ended December 31, 2017:

	13-MONTH PERIOD ENDED
	AND AS AT
	DECEMBER31, 2017
EXPENSES
General and administrative	180,449
Income tax credit	-
Net loss for theperiod	180,449

During the 13-month ended December 31, 2017 the Company incurred net losses from continuing operations of £180,449 during the prior year. The net loss is due primarily to professional fees and other administrative costs associated evaluating prospective exploration projects and building the organization in its first year of operation.

INTANGIBLE ASSETS – EXPLORATION AND EVALUATION EXPENDITURES

The Company's expenditures on its mineral properties for the periods indicated in the following table were:

	13-MONTHSENDED
	DECEMBER31,
	2017
Knapdale	206,516
Lagalochan	791
Total Exploration & Evaluation	207,307

The Company's exploration and evaluation expenditures in 2017 related to the licenses acquired with the Lorne acquisition. The Company began with drilling and evaluation activities primarily at Knapdale. Its capitalized expenditures on intangible assets were as follows:

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

	THREEMONTHS	13-MONTHS
	ENDED	ENDED
	DECEMBER31, 2017	DECEMBER31, 2017
Knapdale
Consulting	95,233	95,233
Drilling	111,283	111,283
Groundworks	-	-
Other	-	-
Knapdale Total	206,516	206,516
Lagalochan
Consulting	-	-
Drilling	-	-
Groundworks	791	791
Other
	-	-
Lagalochan Total	791	791
Total exploration and evaluation
expenditures additions	£207,307	£207,307

During the 13-month period ended December 31, 2017 the expenditures related to the evaluation of the licenses and the drilling program on Knapdale.

GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative (“ G&A ”) and other expenses:

	13-MONTHSENDED
	DECEMBER31, 2017
Compensation	-
Office and sundry	79,342
Professional Fees	100,788
Property rent	-
Travel	319
General and administrative	180,449

SUMMARY OF QUARTERLY RESULTS

The following tables summarize information derived from the Company’s financial statements for each of the four most recently completed quarters. Net losses are mainly driven by the Company’s operating activities, including fund raising, administration and evaluation activities of prospective exploration targets.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

				Net loss
	Total	Loss before	Net Loss	(profit) per	Total
Quarterly period	revenue	tax	(Profit)	share	Assets
ended	£	£	£	£	£
December 31, 2017	Nil	180,449	180,449	£180.04(i)	645,856
September 30, 2017	Nil	75,039	75,039	£75.04(i)	4,961
June 30, 2017	Nil	-	-	-	-
March 31, 2017(ii)	Nil	-	-	-	-

(i) In the 13-month period ending December 31, 2017, the Company received aggregate deposits of £ 720,000 for shares to be issued in 2018. The net loss per share in 2017 is based on 1,000 ordinary shares issued. (ii) The period ended March 31, 2017 includes activities from the date of incorporation on December 5, 2016.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at December 31, 2017 totalled £437,131. At December 31, 2017, the Company had working capital (non-GAAP measure equal to current assets less current liabilities) of £332,245.

Financing Activities : For the 13-month period ended December 31, 2017 net cash inflows arising from financing activities were £720,000 in equity funding for shares to be issued in 2018.

Details regarding financing activities subsequent to December 31, 2017 are provided in the Financial Statements and the corresponding MD&A 2019, which are dated the same as this report on August 13, 2020.

Operating Activities: Cash used in operating activities for the 13-month period ended December 31, 2017 totalled £75,561 as a result of the start up of operations.

Investing Activities: For the 13-month period ended December 31, 2017 cash outflows arising from investing activities totalled £207,307, which consisted of capitalized exploration and evaluation costs for Knapdale and Lagalochan.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

MARKET TRENDS

The Company’s future financial performance is dependent on many external factors including the markets of certain precious and base metals. The markets for these commodities are volatile and difficult top predict as they are impacted by many factors including international political and social and economic conditions. These conditions, combined with volatility in the capital markets, could materially affect the future financial performance of the Company.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

The Prospecting Agreements with the Knapdale landowners granted exclusive surface access to Lorne (wholly-owned by WGE), for up to 15 years from 2018. Work commitments of £1,500,000 before July 29, 2022, and £3,000,000 in total before January 29, 2024. The Prospecting Agreements may be terminated by landowners if the work commitment is not met. The option period under the Prospecting Agreements expires on January 28, 2033.

RELATED PARTY TRANSACTIONS

Related party transactions include consulting fees and compensation paid to key management personnel, and are recorded as either G&A expenses or exploration and evaluation expenditures, depending on their nature. Key management personnel are defined as officers and directors of the Company. There were no amounts paid to or owing to key management personnel during 2017 or as at December 31, 2017, respectively.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments as of December 31, 2017, consist of cash and cash equivalents, receivables, trade and other payables. The Company’s financial instruments are denominated in GBP.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

SHARE CAPITAL AS AT AUGUST 13, 2020

As permitted by the Corporations Act 2006, the Company does not have an authorised limit to its share capital and it has one class of Ordinary shares, which carry no right to fixed income.

Class	Par Value	Authorized	Issued Number
Ordinaryshares	£0.001	Unlimited	161,334,000

On March 22, 2018 the Company issued to Eurasian Consolidated Minerals Pty Ltd (ECM), a warrant to acquire shares in the Company, subject to certain conditions including an anti-dilution requirement, in consideration for acquiring all the share capital of Lorne Resources Limited from ECM. At the date of issuance fair value of the Warrants Shares was £639,401 and has been included in intangible assets on the statement of financial position. Based on the present number of Ordinary Shares issued and outstanding, ECM holds Warrant Shares with the right to acquire 38,342,875 Ordinary Shares. ECM has provided the Company notice that ECM will exercise its Warrant Shares prior to the closing of the Transaction in 2020.

CAPITAL MANAGEMENT

The Company manages capital through its financial and operational forecasting processes. The Company’s capital management objectives, policies and processes were developed during the 13-month period ended December 31, 2017 and remain unchanged. Refer to Note 18 – Financial Instruments – risk management Policies in the Financial Statements.

Details regarding financing activities subsequent to the year ended December 31, 2018 are provided in the Financial Statements and the corresponding Management’s Discussion and Analysis for the year ended December 31, 2019, which is dated the same as this report on August 13, 2020.

RISK FACTORS

Proposed Transaction Not Approved: There can be no assurance that the Transaction will be accepted by the TSX Venture Exchange. There can be no assurance that all the necessary approvals, including the approval of the majority of the shareholders of BIRD, will be obtained.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

Nature of Activities: The exploration for and development of mineral projects involves significant risks which even a combination of careful evaluation, experience and knowledge may not mitigate. Few properties that are explored are ultimately developed into producing mines. Knapdale is at the early exploration stage, but it is impossible to provide any assurance that the project and any exploration further planned by the Company will result in a profitable commercial mining operation.
Exploration and Evaluation Costs: Actual exploration, development or other costs and economic returns may differ significantly from those the Company has anticipated and there are no assurances that any future activities will result in profitable mining operations. The Company has limited operating history and there can be no assurance of its ability to operate its projects profitably.
Commodity Prices: Changes in the market price for mineral production, which have fluctuated widely in the past, will affect the future profitability of the Company’s operations and financial condition.
Financing and Dilution : The Company’s historical capital needs have been met primarily by the issuance of shares and, from demand loans provided by shareholders. The Company’s planned activities include the drilling and other exploration activities. The Company will require additional funds to further explore and develop its properties. The Company has limited financial resources and no current source of recurring revenue. The junior resource market where the Company raises funds is extremely volatile, companies are subject to high level of competition for the same pool of investment dollars, and there is no guarantee that the Company will be able to raise adequate funds in a timely manner to conduct its business. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. The terms of any additional financing obtained by the Company could result in substantial dilution to the shareholders of the Company.
Trading Price : Market prices of shares of development stage companies are often volatile. Factors such as announcement of mineral discoveries and financial results have a significant effect on the price of the Company's shares. The limited trading volume of the Company's shares reduces the liquidity of an investment in the Company's shares. The Company has no dividend payment policy and does not intend to pay any dividends in the foreseeable future.
Title: Although the Company has taken steps to verify title to its mineral property interests there is no guarantee that the mineral properties will not be subject to title disputes or undetected defects.
Land Access : The Company owns the mineral rights to the Knapdale and Lagalochan. Further negotiations with landowners will be required to efficiently manage the existing access rights and advance the exploration activities.
Regulatory: Many of the mineral rights and interests of the Company are subject to government approvals, licences and permits. Such approvals, licences and permits are, as a practical matter, subject to the discretion of applicable governments or governmental officials. There is a risk that additional time for approvals may result in additional overhead and other costs that may be incurred during the additional time that may be required for approvals.
Environmental: The Company is subject to laws and regulations related to environmental matters, including provisions for reclamation, discharge of hazardous material and other matters. The Company conducts its exploration activities in compliance with applicable environmental legislation and is not aware of any existing environmental problems related to its mineral property interests that may be the cause of material liability to the Company. In addition, the Company has periodically engaged experts to assist the Company in modifying its processes and documentation to facilitate compliance with international standards.

Management’s Discussion and Analysis – August 13, 2020

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Western Gold Exploration Limited

Insurance: Mining is a heavy industry activity and requires high standards of safety in construction and operations. The Company expects to continue to evolve its health and safety policies and practices ensure they meet the high standards required for managing the risks of each phase of developing and operating its projects. Sometimes hazards result from conditions or elements beyond the Company’s control, which could have a material adverse effect on the Company’s business. The Company’s insurance coverage does not cover all of its potential losses, liabilities and damage related to its business and certain risks are uninsured or uninsurable.
Personnel: The Company may experience difficulty in attracting and retaining qualified management to meet the needs of its anticipated growth, and the failure to manage the Company’s growth effectively could have a material adverse effect on its business and financial condition. Insofar as certain directors and officers of the Company hold similar positions with other mineral resource companies, conflicts may arise between the obligations of these directors and officers to the Company and to such other mineral resource companies.
Tax: Changes in taxation legislation or regulations in the countries in which the Company operates could have a material adverse effect on the Company’s business and financial condition.
Western Gold Depends on Two Mineral Projects: Any adverse development affecting Knapdale and Lagalochan will have a material adverse effect on Western Gold’s business, prospects, profitability, financial performance and results of the operations. These developments include, but are not limited to, the inability to obtain financing to explore and advance its projects, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, property, and which could hinder the development of the projects.
Significant Shareholders: The Company has received notices that the warrants presently outstanding will be exercised prior to closing the Transaction, which will result in the Ordinary Shares outstanding increasing in 2020 as followings:

Issued and outstanding at December 31, 2019 Issued May 7, 2020 for gross proceeds of £600,500 Options exercised/being exercised July 6. 2020 Sub-total Warrants being exercised prior to Transaction closing Total Issued Ordinary Shares (prior to Transaction closing)	135,817,334 shares 20,016,666 5,500,000 161,334,000 38,342,875 199,676,875

Management’s Discussion and Analysis – August 13, 2020

Page 12

Western Gold Exploration Limited

Based on the Total Issued Ordinary Shares noted	above, the significant	shareholders include:
Zila Corporation	44,000,000 shares	22.0%
Eurasian Consolidated Minerals Pty. Ltd.	38,342,875	19.2%
Smaller Company Capital Ltd.	21,800,000	10.9%
JG&S Family Revocable Trust	15,000,000	7.5%
JG&S GRAT Remainder Trust	10,000,000	5.0%
JG&S GST Exempt Trust	10,000,000	5.0%

Conflicts of Interest: Directors of the Company are or may become directors or officers of other mineral resource companies or have significant shareholdings in such other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, its directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.
Western Gold Has a Limited Operating History and No History of Earnings, Positive Cash Flow or Dividend Payments: An investment in Western Gold shares should be considered highly speculative due to the nature of the Company’s business. Western Gold has no history of earnings, it has not paid any dividends and it is unlikely to enjoy earnings or pay dividends in the immediate or foreseeable future. The Company has not commenced commercial production and it has no history of earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that Western Gold will be able to develop any of its properties profitably or that its activities will generate positive cash flow.
Western Gold Faces Significant Competition for Attractive Mineral Properties: Significant and increasing competition exists for the limited number of mineral acquisition opportunities available. Western Gold’s ability to acquire properties in the future will depend not only on its ability to develop its present property, but also on its ability to select and acquire properties or prospects for mineral exploration. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than Western Gold, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable.
Community Relations: The Company’s relationship with the communities in which it operates is critical to the successful development, construction and operation of its properties. The Company is committed to operating in a socially responsible manner. However, there is no guarantee that its projects will be accepted by the communities in which they are located.

Management’s Discussion and Analysis – August 13, 2020

Page 13

Western Gold Exploration Limited

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Refer to Note 2 – Accounting Policies in the Financial Statements.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s internal controls over financial reporting were developed during its first 13 months of operations ending December 31, 2017 and since then there have been not been any change that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Discussion and Analysis – August 13, 2020

Page 14

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APPENDIX I PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

(see attached)

I-1

WESTERN GOLD EXPLORATION LTD. (“Resulting Issuer”)

UNAUDITED PRO FORMA

STATEMENT OF FINANCIAL POSITION

As at June 30, 2020

Post CASSOWARY CAPITAL CORPORATION LIMITED’s Qualifying Transaction with WESTERN GOLD EXPLORATION LIMITED

16 September 2020

(Resulting Issuer post Cassowary Capital Corporation Limited’s qualifying transaction)

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2020

(Expressed in Canadian Dollars)

Pro Forma Consolidated Statement of Financial Position

Notes to Pro Forma Consolidated Statement of Financial Position

WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.
(ResultingIssuerpost CassowaryCapital Corporation Limited'squalifyingtransaction)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT JUNE 30, 2020
(Expressed in Canadian Dollars)
	Western Gold Exploration Limited	Cassowary Capital Corporation Limited	Pro Forma Adjustments	Note Reference	Resulting Issuer Post-transaction
Assets
Current Assets
Cash and cash equivalents	620,685	710,183	-		3,101,888
			3,366	2(a)
			25,248	2(b)
			3,366	2(c)
			64,539	2(d)
			1,700,000	2(e)
			(25,500)	2(e)
Indirect tax(payable)/recoverable	9,681				9,681
Corporation tax recoverable	-				-
	630,366	710,183	1,771,020		3,111,569	-

Non-Current Assets
Property, plant and equipment					-
Intangible assets	2,758,388		-		2,758,388
Deferred tax asset			-		-
Investment in subsidiary			2,155,774	2(f)	-
			(2,155,774)	2(h)
Intercompany			-		-
	2,758,388	-	-		2,758,388	-
Total Assets	3,388,754	710,183	1,771,020		5,869,957	(0)

Current Liabilities					-
Trade & otherpayables	-	17,559	-		17,559
Other taxation & social security	-		-		-
Accruals & deferred income	33,664		250,000	2(g)	283,664
Borrowings - current	94,180		-		94,180
Current taxpayable	-				-
Total Liabilities	127,844	17,559	250,000		395,403	-

Equity
Share capital	262,301	773,071	-		5,236,130
			3,366	2(a)
			2,525	2(b)
			3,366	2(c)
			64,539	2(d)
			(773,071)	2(h)
			1,700,000	2(e)
			(25,500)	2(e)
			4,900,035	2(f)
			(250,000)	2(g)
			(1,700,000)	2(h)
			25,500	2(h)
			250,000	2(h)	-
Contributed surplus and reserves
Sharepremium	2,826,541		-		2,849,264
			22,723	2(b)
Share based reserve	-	147,200	(147,200)	2(h)	185,780
			185,780	2(f)
Share option reserve	1,317,153		-		1,317,153
Deficit	(1,145,085)	(227,647)	-		(4,113,773)
			(2,930,038)	2(f)
			227,647	2(h)
Total equity	3,260,910	692,624	1,521,020		5,474,554	0
Total equity & liabilities	3,388,754	710,183	1,771,020		5,869,957	(0)

WESTERN GOLD EXPLORATION LTD.

(Resulting Issuer post Cassowary Capital Corporation Limited’s qualifying transaction) UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2020

(Expressed in Canadian Dollars)

1. BASIS OF PRESENTATION

The unaudited Pro Forma Statement of Financial Position (“ Pro Forma Statement of Financial Position ”) of Western Gold Exploration Ltd. (the " Corporation " or “ Resulting Issuer ”) have been prepared by management for inclusion in the Management Information Circular of Cassowary Capital Corporation Limited (TSXV: BIRD.P) (" Cassowary ") dated September 16, 2020, in conjunction with the acquisition of all of the proposed issued and outstanding shares of Western Gold Exploration Limited (" WGE "), which represents the “Qualifying Transaction” pursuant to the policies of the TSX Venture Exchange (the “Exchange”) (the “ Transaction ”). The Transaction is subject to the binding definitive share exchange agreement dated effective July 14, 2020, (the “ Definitive Agreement ”) amongst Cassowary, WGE and the holders of a majority of the outstanding shares of WGE, which includes a number of conditions, among other things, regulatory approval and the concurrent completion of a non-brokered private placement as defined in Note 2 (the “ Private Placement ”). Cassowary, upon completion of the Transaction, intends to seek shareholders’ approval to change the name and operate under Western Gold Exploration Ltd., and continue the business of WGE. There can be no assurance that the Transaction and Private Placement will be completed as proposed or at all. In the opinion of management, the Pro Forma Statement of Financial Position includes all adjustments necessary for fair presentation of the Transactions as described in this Pro Forma Statement of Financial Position.

The Pro Forma Statement of Financial Position of the Corporation has been compiled from the condensed interim unaudited Statements of Financial Position as at June 30, 2020 for each of Cassowary and WGE. The Pro Forma Statement of Financial Position has been prepared as if the Transaction and Private Placement described in Note 2 had occurred on June 30, 2020 (the “ Transaction Date ”). The WGE financial statements prepared in GBP were translated to CAD at the June 30, 2020 Bank of Canada CAD/GBP exchange rate of CAD 1.6832.

The accounting policies used in preparing the Pro Forma Statement of Financial Position are set out in Cassowary and WGE’s audited financial statements for the year ended December 31, 2019, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). In preparing the Pro Forma Statement of Financial Position, a review of publicly available information was undertaken to identify accounting policy differences between WGE and Cassowary. While management believes that the significant accounting policies of WGE and Cassowary are consistent in all material respects, accounting policy differences may be identified upon completion of the proposed Transaction.

The Pro Forma Statement of Financial Position is not necessarily indicative of the financial position that would have been achieved had the proposed Transaction described in Note 2 and other pro forma adjustments occurred as assumed. Further, this Pro Forma Statement of Financial Position is not necessarily indicative of the consolidated financial position that may be attained in the future. The Pro Forma Statement of Financial Position should be read in conjunction with: (i) the description of the Transaction and Private Placement in the Management Information Circular and (ii) the historical financial statements, together with the notes thereto, of WGE and Cassowary referred to above which are included in the Management Information Circular and available at www.sedar.com.

WESTERN GOLD EXPLORATION LTD.

(Resulting Issuer post Cassowary Capital Corporation Limited’s qualifying transaction) UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT JUNE 30, 2020

(Expressed in Canadian Dollars)

2. PRO FORMA ADJUSTMENTS

(a) On July 6, 2020, WGE received confirmation of exercise of options and issued 2,000,000 shares at GBP 0.001/share for gross proceeds of GBP 2,000 or $3,366. The exercise of these options is a condition to the completion of the Transaction.
(b) On July 6, 2020, WGE received confirmation of exercise of options and issued 1,500,000 at GBP 0.01/share for gross proceeds of GBP 15,000 or $25,248. The exercise of these options is a condition to the completion of the Transaction.
(c) On July 6, 2020, WGE received confirmation of exercise of options and issued 2,000,000 shares at GBP 0.001/share for gross proceeds of GBP 2,000 or $3,366. The exercise of these options is a condition to the completion of the Transaction.
(d) On September 3, 2020, Eurasian Consolidated Minerals Pty Ltd. exercised the warrants and WGE issued 38,342,875 shares at GBP 0.001/share for gross proceeds of GBP 38,343 or $64,539. The exercise of these options is a condition to the completion of the Transaction.
(e) Concurrent with completing the Transaction, Cassowary will complete a private placement to issue 11,333,331 shares at CA$0.15/share for gross proceeds of $1,700,000 less finders fees estimated as $25,500.
(f) Cassowary will acquire 100% of the issued and outstanding shares of WGE pursuant to the Definitive Agreement, in exchange for the issuance of 32,666,883 shares of Cassowary to the shareholders of WGE, resulting in WGE shareholders acquiring 55.9% of the Corporation. The reverse takeover nature of the Transaction does not meet the definition of a business combination under IFRS 3 Business Combinations and accordingly will be accounted in accordance with IFRS 2, Share-based Payments with WGE being the acquirer.

The assets and the liabilities acquired are to be recorded at their estimated fair market values at the time of the closing of the Transaction and are based on preliminary management estimates.

WESTERN GOLD EXPLORATION LTD.

(Resulting Issuer post Cassowary Capital Corporation Limited’s qualifying transaction) UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2020

(Expressed in Canadian Dollars)

As such, the preliminary estimates of the consideration paid based on the Private Placement share price of $0.15 per share, the Cassowary share options outstanding and the net assets acquired, which are subject to change, are summarized as follows:

Net Assets deemed acquired Common shares issued Consideration deemed paid - shares Consideration deemed paid - options	Number of Shares $2,117,124 32,666,883 $4,900,032 1,400,000 $185,780
Consideration Total	$5,085,812
Financing cost re Excess consideration over assets received, before Cassowary equity elimination	$2,968,688

The valuation of the Cassowary share options at June 30, 2020 were estimated using the BlackScholes option pricing model based on the following assumptions: (i) Dividend yield: 0%; (ii) Expected volatility: 100%); (iii) Risk-free interest rate: 0.447%; (iv) Forfeiture rate: 0%; and (v) Fair value per option: $0.13.

(g) Financing transaction costs for professional fees are estimated at $250,000 and recorded in accrued liabilities.
(h) The consolidation accounting eliminated WGE’s ‘investment in subsidiary’ and Cassowary’s equity.
(i) Concurrent with completing the transaction, the Corporation’s shares will be consolidated at a ratio of 2.5 shares to 1 share.

3. SHARE CAPITAL

Share capital of the Resulting Issuer, Wester Gold Exploration Ltd., as at June 30, 2020 in the unaudited pro forma consolidated statement of financial position is comprised of the following:

WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.	WESTERN GOLD EXPLORATION LTD.
(ResultingIssuerpost CassowaryCapital Corpration Limited’squalifyingtransaction)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT JUNE 30,2020
(Expressed in Canadian dollars)

				Contributed Surplus
Share Capital					Share Based
Pro Forma Adjustments	Notes	Number of Shares	Share Capital	Share Premium	Payment Reserve	Deficit	Total Equity

OpeningBalance at June 30,2020		155,834,000	262,301	2,826,541	1,317,153	(1,145,084)	3,260,910
Exercise options to issue 2,000,00 shares at GBP 0.001/share	2(a)	2,000,000	3,366				3,366
Exercise options to issue 1,500,00 shares at GBP 0.01/share	2(b)	1,500,000	2,525	22,723			25,248
Exercise options to issue 2,000,00 shares at GBP 0.001/share	2(c)	2,000,000	3,366				3,366
Exercise warrants to issue 38,342,875 shares at GBP 0.001/share	2(d)	38,342,875	64,539				64,539
		199,676,875	336,098	2,849,264	1,317,153	(1,145,084)	3,357,430
							-
Resulting Issuer shares carried forward from Cassowary - before Transaction	2(g)	14,000,100					-
Concurrent Private Placement of 11,333,333	2(f)	11,333,331					-
Share options granted by Resulting Issuer based on existing Cassowaryshare options					185,780		185,780
Shares issued in exchange for all issued and outstanding shares of WGE,which will be 199,676,875 shares	2(g)	32,666,883	4,900,032			(2,968,688)	1,931,344
Cancel original WGE shares	2(h)	(199,676,875)					-


Totals before the share consolidation		58,000,314	5,236,130	2,849,264	1,502,933	(4,113,772)	5,474,554
Share consolidation - Ratio 2.5 to 1	2(j)	(34,800,208)
Closing Balance		23,200,106	5,236,130	2,849,264	1,502,933	(4,113,772)	5,474,554

WESTERN GOLD EXPLORATION LTD.

(Resulting Issuer post Cassowary Capital Corporation Limited’s qualifying transaction) UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2020

(Expressed in Canadian Dollars)

4. OUTSTANDING SHARE OPTIONS

Cassowary granted, prior to the Transaction, incentive options to certain officers and directors to acquire, in aggregate, 1,400,000 common shares at a price of $0.10 per share each with an expiry date of September 12, 2028 and all outstanding options were exercisable as of September 12, 2018. Upon consolidation of shares on the Transaction Date the outstanding options were also consolidated at a ratio of 2.5 to 1, resulting in the aggregate quantity of options being reduced to 560,000 common shares at an exercise price of $0.25 per share.

5. INCOME TAXES

The Corporation’s pro forma effective income tax rate applicable to consolidated operations will be 26.5%. The future income tax provision may vary based on a number of factors including taxable income and losses incurred in each of the Corporation’s operating jurisdictions of Canada and the United Kingdom, which have basic income tax rates of 26.5% and 19%, respectively.

6. SUBSEQUENT EVENT

On July 20, 2020, Cassowary received confirmation of exercise of IPO Agent Options on the Transaction Date to issue 386,500 shares at CA$0.10/share for gross proceeds of $38,650. Upon the exercise of the IPO Agent Options and after the consolidation, the total shares issued and outstanding will increase by 154,600 to 23,354,706.

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APPENDIX J OPTION PLAN

(see attached)

J-1

STOCK OPTION PLAN OF CASSOWARY CAPITAL CORPORATION LIMITED

1. Purpose

The purpose of the Stock Option Plan (the " Plan ") of CASSOWARY CAPITAL CORPORATION LIMITED , a corporation incorporated under the Business Corporations Act (Alberta) (the " Corporation ") is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the " Shares "), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. Administration

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the " Board "). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3. Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the " Exchange ").

4. Shares Subject to Plan

Subject to adjustment as provided in Section 15 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation's authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

However, other than in connection with a "Qualifying Transaction" (as defined in Policy 2.4 of the Exchange) or otherwise accepted by the TSX Venture Exchange, during the time that the Corporation is a "Capital Pool Company" (as defined in Policy 2.4 of the Exchange), the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the closing of the Corporation's initial public offering.

5. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

6. Eligibility and Participation

Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries (" Management Company Employees ") shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as " Participants "). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7. Exercise Price

(a) The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.
(b) Subject to Exchange approval, once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Corporation's shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

Number of Optioned Shares

(a) The number of Shares subject to an option granted to anyone Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.
(b) No single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any twelve month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.
(c) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to anyone consultant of the Corporation (or any of its subsidiaries).
(d) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to persons employed to provide investor relation activities. Options granted to Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1\4 of the options vesting in any 3 month period.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, being 10 years for the TSX Venture Exchange.

Option Period, Consideration and Payment
(a) The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.
(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.
(c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.
(d) Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.
(e) The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

11. Ceasing To Be a Director, Officer, Consultant or Employee

(a) Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such

cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation.

(b) If the Participant does not continue to be a director, officer, consultant, employee of the Resulting Issuer upon completion of the Corporation's Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within the later of 12 months after completion of the Qualifying Transaction and 90 days after the Participant ceases to become a director, officer, consultant or employee of the Resulting Issuer.
(c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

12. Death of Participant

Notwithstanding section 11, in the event of the death of a Participant, any all unexercised options previously granted to him shall immediately vest and be exercisable within the one (1) year after such death and then only:

(a) by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of descent and distribution; and
(b) if and to the extent that such Participant was entitled to exercise the Option at the date of his death.

13. Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until such Shares shall have been issued.

14. Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

15. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

16. Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

17. Amendment and Termination of Plan

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the Common Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend the Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate the Plan. The Board may not, however, without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

18. Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.

19. Effective Date of Plan

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

20. Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Alberta.

APPENDIX K BIRD AUDIT COMMITTEE CHARTER

(see attached)

K-1

CASSOWARY CAPITAL CORPORATION LIMITED AUDIT COMMITTEE CHARTER

ARTICLE 1 DEFINITIONS

1.1 Definitions In this Charter

" audit services " means the professional services rendered by the Corporation's external auditor for the audit and review of the Corporation's financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements;

" Board " means the board of directors of the Corporation;

" Charter " means this Audit Committee charter;

" Corporation " means Cassowary Capital Corporation Limited;

" Committee " means the committee established by and among the Board for the purpose of overseeing the accounting and financial reporting processes of the Corporation and audits of the financial statements of the Corporation;

" independent" has the meaning ascribed to it in Section 1.4 of National Instrument 52-110;

" Instrument " means Multilateral Instrument 52-110 – Audit Committees ;

" MD&A " has the meaning ascribed to it in Section 1.1 of National Instrument 51-102;

" Member " means a member of the Committee;

" National Instrument 51-102 " means National Instrument 51-102 - Continuous Disclosure Obligations ; and

" non-audit services " means services other than audit services.

ARTICLE 2 GENERAL

2.1 Audit Committee

2.1.1 The Board has hereby established the Committee whose purpose is to assist the Board in compliance with the requirements of the Instrument and fulfilling its oversight responsibilities relating to:
a) the integrity of the Corporations' financial statements;
b) the Corporation's compliance with legal and regulatory requirements, as they relate to the Corporation's financial statements;
c) the qualifications, independence and performance of the external auditor;
d) internal controls and disclosure controls;

e) the performance of the Corporation's internal audit function; and
f) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

2.2 Relationship with External Auditors

2.2.1 The Corporation will henceforth require its external auditor to report directly to the Committee.

2.3 Composition and Member Qualifications

2.3.1 The Committee will be composed of a minimum of three (3) Board members.
2.3.2 The majority of Committee members must be "independent" as that term is defined in applicable securities legislation.
2.3.3 Every Committee member must be "financially literate" as that term is defined in applicable securities legislation.
2.4 Member Appointment and Removal
2.4.1 The Board, at its organizational meeting held in conjunction with each annual general meeting of the holders of shares of the Corporation, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

2.5 Committee Structure and Operations

2.5.1 Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair from amongst their number. If the chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.
2.5.2 The Secretary of the Corporation shall be the secretary of the Committee, unless otherwise determined by the Committee. Minutes of meetings of the Committee shall be recorded and maintained by the Secretary of the Committee. Copies of the minutes shall be provided to the Board.
2.5.3 The quorum for meetings shall be a majority of the Members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
2.5.4 Meetings of the Committee shall be conducted as follows:
a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the Chairman, and the Corporation's external auditors or any member of the Committee may request a meeting of the Committee;
b) the Corporation's external auditors shall receive notice of and have the right and shall be encouraged to attend all meetings of the Committee; and

c) the Chief Executive Officer and the Chief Financial Officer of the Corporation shall be invited to attend all meetings of the Committee, except executive sessions and private sessions with the external auditors, and other management representatives of the Corporation shall be invited to attend as necessary.

ARTICLE 3 DUTIES AND RESPONSIBILITIES

3.1 Committee Responsibilities

3.1.1 The Committee shall be responsible for making the following recommendations to the Board:
a) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation;
b) the compensation of the external auditor.
3.1.2 The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.
3.1.3 The Committee shall pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation's external auditor.
3.1.4 The Committee shall review the Corporation's financial statements, MD&A and annual and interim earnings press releases before the Corporation publicly discloses this information.
3.1.5 The Committee shall ensure that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, and shall periodically assess the adequacy of those procedures.
3.1.6 The Committee shall establish procedures for:
a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
3.1.7 The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.
3.1.8 The Committee shall have the authority to delegate to individual members or subcommittees of the Committee.

3.2 De Minimis Non-Audit Services

3.2.1 The Committee shall satisfy the pre-approval requirement in subsection 3.1.3 of the Charter if:
a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiary entities to the Corporation's external auditor during the fiscal year in which the services are provided;
b) the Corporation or the subsidiary of the Corporation, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and
c) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its Members to whom authority to grant such approvals has been delegated by the Committee.

3.3 Delegation of Pre-Approval Function

3.3.1 The Committee may delegate to one or more independent Members the authority to preapprove non-audit services in satisfaction of the requirement in subsection 3.1.3.
3.3.2 The pre-approval of non-audit services by any Member to whom authority has been delegated pursuant to subsection 3.3 must be presented to the Committee at its first scheduled meeting following such pre-approval.

3.4 Pre-Approval Policies and Procedures

3.4.1 The Committee satisfies the pre-approval requirement in subsection 3.1.3 of the Charter if it adopts specific policies and procedures for the engagement of the non-audit services, if:
a) the pre-approval policies and procedures are detailed as to the particular service;
b) the Committee is informed of each non-audit service; and
c) the procedures do not include delegation of the Committee's responsibilities to management.

ARTICLE 4 AUTHORITY

4.1 Authority

4.1.1 The Committee shall have the authority:
a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
b) to set and pay the compensation for any advisors employed by the Committee, and

c) to communicate directly with the internal and external auditors.

ARTICLE 5 DISCLOSURE

5.1 Disclosure in Information Circular

5.1.1 If management of the Corporation solicits proxies from the security holders of the Corporation for the purpose of electing directors to the Board, the Corporation shall include in its management information circular the disclosure required by Form 52-110F2 - Disclosure by Venture Issuers .

AI assistant

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

47618_rns_2020-09-23_193e7fba-01c2-4b18-a6af-9283480a7f7a.PDF

CASSOWARY CAPITAL CORPORATION LIMITED

AND

MANAGEMENT INFORMATION CIRCULAR

IMPORTANT NOTICE

TABLE OF CONTENTS

CASSOWARY CAPITAL CORPORATION LIMITED

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Live Webcast

or by:

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.

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.

BY ORDER OF THE BOARD OF DIRECTORS

GLOSSARY

“ Escrow Release Conditions ” means collectively, the:

CIRCULAR

Live Webcast

or by:

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

SUMMARY OF THE MANAGEMENT INFORMATION CIRCULAR

The Meeting

Receiving the Reports

Fixing Number of Directors

Electing Directors

Appointment of Auditor

Approval of the Option Plan

Approval of the Consolidation

Approval of the Name Change Resolution

Approval of the Transaction Resolution

General

Cassowary Capital Corporation Limited

Western Gold Exploration Limited

The Transaction

Concurrent Private Placement

The Resulting Issuer

Pro Forma Consolidated Capitalization

Note:

Fully Diluted Share Capital

Non-Arm’s Length and Related Party Transaction

Interests of Insiders, Promoters or Control Persons

Note:

See “ Appendix D – Information Concerning the Resulting Issuer – Pro Forma Capitalization ”.

Available Funds and Principal Purposes

Available Funds

Principal Purpose of Available Funds

Selected Pro Forma Consolidated Financial Information

Public Market

Market Price of the BIRD Common Shares

Sponsorship

Conflicts of Interest

Interests of Experts

See “ Part VI – General Matters – Experts – Interest of Experts ”.

Risk Factors

See “ Part II – Proposed Qualifying Transaction – Risk Factors ”.

Conditional Listing Approval

PROXY RELATED INFORMATION

Solicitation of Proxies

Live Webcast

or by:

ALL BIRD SHAREHOLDERS ARE STONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING BY ANY OF THE MEANS DESCRIBED BELOW, AS IN-PERSON VOTING AT THE TIME OF THE MEETING WILL NOT BE POSSIBLE.

Record Date

Appointment of Proxyholders

Persons Making the Solicitation

Revocation of Proxies

Exercise of Proxy

Advice to Beneficial Holders of Securities

IF YOU ARE A BENEFICIAL SHAREHOLDER AND WISH TO VOTE AT THE TIME OF THE MEETING, PLEASE CONTACT YOUR BROKER OR AGENT WELL IN ADVANCE OF THE MEETING TO DETERMINE HOW YOU CAN DO SO.

PART I – THE MEETING

Financial Statements

Fixing Number of Directors

Election of Directors

UNLESS OTHERWISE DIRECTED, IT IS THE INTENTION OF THE PERSONS DESIGNATED AS PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE ELECTION OF THESE PROPOSED NOMINEES.

Notes:

Orders

Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

Appointment of Auditor

Western Gold Exploration Ltd. Proxy Solicitation & Information Statement 2020