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CWN Mining Acquisition Announces Proposed Change of Business to Investment Issuer

VANCOUVER, BC / ACCESSWIRE / April 24, 2017 / CWN Mining Acquisition Corporation (CWN.V) (the "Company") is pleased to announce that it is proposing a change of business from a Tier 2 Mining Issuer to a Tier 2 Investment Issuer (the "Proposed COB") within the meaning of such terms in the policies of the TSX Venture Exchange (the "Exchange" or "TSXV").

Trading Halt

Trading in the Company's Common Shares has been halted effective today and will remain halted until the applicable Exchange requirements are met.

Summary of the Proposed COB

In light of the current state of the junior mineral exploration and mining sector and given the expertise and skill sets of the members of the Board of Directors and Management, the Management and Board of the Company believe that the ideal allocation of the Company's working capital would be within the framework of an investment company, while maintaining a limited number of mineral projects for direct exploration activities. For those reasons, the Management and Board have proposed that the Company complete the Proposed COB.

Following the completion of the Proposed COB, the Company proposes to make a change to its Board of Directors. Mr. Wei Lin has agreed to step down as a director to make room for Mr. Michael Wang. Mr. Michael Wang has over twenty years of working experience in the financial services and technology sectors. Since 2016, Mr. Michael Wang has been the Managing Director, Head of Corporate banking at China Construction Bank in Toronto. Mr. Michael Wang and his team cover both Canadian and Chinese corporate clients across different industries. Mr. Michael Wang leads the corporate banking department to develop the bank's Canadian investment/corporate banking market. From 2006 to 2016. Mr. Michael Wang worked at different positions at Royal Bank of Canada, including RBC Capital Markets and RBC enterprise strategy. Mr. Michael Wang has also worked in the technology sector in varies positions, from engineer to senior management roles, across European, North America and Asian markets. Through his professional career, Mr. Michael Wang has been closely engaged with the local business community and has also contributed to the Asian community in Toronto. Mr. Michael Wang was born in Beijing, China; holds a bachelor's degree of Engineering and gained his MBA from Queen's University in Kingston, Ontario. Michael is a CFA (Chartered Financial Analyst) charter holder.

There will be no other changes to the Board of Directors and Management of the Company as a result of the Proposed COB.

The Proposed COB is an "arm's length transaction" for the purposes of the Exchange and is subject to the approval of the Exchange. The Company will be applying to the Exchange for a waiver of the Exchange's sponsorship and escrow requirements. In addition, the Company believes it is exempt from the Exchange requirement to obtain the approval of the shareholders for the Proposed COB on the basis that (a) the Proposed Investment and Change of Business is not a Related Party Transaction (as defined by the Exchange) and no other circumstances exist which may compromise the independence of the Company or other interested parties (in particular the Company's directors and officers), (b) CWN is without active operations other than an option in the TOP Project which the Company has not pursued actively, (c) CWN is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Change of Business, (d) shareholder approval of the Proposed Investment and Change of Business is not required under applicable corporate and securities laws. In the event that the Exchange determines approval of the shareholders is required, the Company will seek Exchange acceptance to provide such shareholder approval by way of written consent of shareholders of the Company holding a majority of the issued and outstanding shares of the Company.

Proposed Investment Policy

As required by the Exchange's listing requirements for an Investment Issuer, the Company will adopt an investment policy to govern its investment activities. The investment policy will set out, among other things, the investment objectives and strategy based on the fundamental principles set out below. The final investment policy will be posted filed on SEDAR prior to the completion of the Proposed COB.

Investment Objectives

The Company's investment objectives are:

  1. to seek a high return on investment opportunities in any industry with a focus primarily in the natural resources sector, real estate industry and high tech industry; and

  2. to limit downside risk while achieving a reasonable rate of return by focusing on opportunities with attractive risk to reward profiles.

The Company does not anticipate the declaration of dividends to shareholders during its initial stages and plans to reinvest the profits of its investments to further the growth and development of the Company's investment portfolio.

Investment Strategy

In light of the numerous investment opportunities in the industries mentioned above, the Company aims to adopt a flexible approach to investment targets without placing unnecessary limits on potential returns on its investment. This approach is demonstrated in the Company's proposed investment strategy set out below.

Investment Sector: In any industry with a focus primarily in Natural Resources, Real Estate and High Tech. All the assets or projects of these industries may be considered for investment purposes.
Investment Types: Equity, debt, royalties, income and commodity streams, derivatives and any other investment structures or instruments that could be acquired or created.
Commodities: All commodities that comprise natural resources. Such commodities may include, but are not limited to, precious metals, base metals, ferrous metals, non-ferrous metals, industrial metals, non-industrial metals, agricultural minerals, industrial minerals, gems and other precious stones, other mineralization of value including emerald, jade and gravel, oil, gas, water and forestry products.
Jurisdictions: In Canada and any other countries.
Investment Size: Unlimited, which may result in the Company holding a control position in a target corporation or possibly requiring future equity or debt financings to raise money for specific investments.
Investment Allocation: There will be no restrictions or pre-determined allocations of investments in any industry, sector or company.
Investment Timeline: Not limited.
Investment Targets: Direct property investments or indirectly through equity or otherwise in a project company, or through a derivative interest such as a royalty, stream or other derivative facility.

Investments in public or private corporations, partnership or other legal entities that own, or propose to own, assets or projects of the industries mentioned above.
Investment Review: Will seek to maintain the ability to actively review and revisit all of investments on an ongoing basis with a minimum of monthly performance reviews where appropriate.
Liquidity Will evaluate the liquidity of investments and seek to realize value from same in a prudent and orderly fashion.

Composition of Investment Portfolio

The nature and timing of the Company's investments will depend, in part, on available capital at any particular time and the investment opportunities identified and available to the Company.

Subject to the availability of capital, the Company intends to create a diversified portfolio of investments. The composition of its investment portfolio will vary over time depending on its assessment of a number of factors including the performance of financial markets and credit risk. The Company intends to complete the following investment concurrently with the completion of the Proposed COB.

Proposed Investment

The Company proposes to acquire a 28.57% interest in 2018334 Alberta Ltd. ("2018334"). 2018334 is a private company incorporated under the Alberta Business Corporations Act on January 20, 2017. 2018334's sole assets are the land and improvements located at 4401 Macleod Trail, Calgary, Alberta, which comprise of 35,884 square feet of land and a 939 square feet vacant log structure (the "Property"). The Property is currently zoned C-Cor2, which allows for development opportunities. 2018334 acquired the Property on March 31, 2017 for an aggregate purchase price of $3,750,000, which 2018334 paid in cash.

The Company has entered into a purchase and subscription agreement (the "2018334 Agreement") dated April 21, 2017, wherein the Company will acquire one million (1,000,000) common shares in the capital of 2018334 (the "2018334 Shares") from the sole shareholder of 2018334, Hong Kong Shing Chi City Holdings Ltd. ("HK Shing Chi"), at one dollar ($1.00) per 2018334 Share. In addition, pursuant to the 2018334 Agreement, the Company will also subscribe for an additional one hundred thousand (100,000) 2018334 Shares, at one dollar ($1.00) per 2018334 Share, to provide 2018334 with cash and working capital. The purchase of and subscription of the 2018334 Shares will be paid in cash from the Company's cash reserves. Following the completion of the Proposed Investment, the Company will hold 1,100,000 2018334 Shares out of a total of 3,850,000 2018334 Shares, representing 28.57% of the issued and outstanding capital of 2018334.

The Company intends to explore the development opportunities for the Property with HK Shing Chi. Current plans are to explore the development of a mixed use commercial and residential 6 story building on the Property. Since 2018334 holds no other asset other than the Property, and 2018334 also has no debt, the Company and HK Shing Chi may also elect to hold their investment in 2018334 and the Property for long term capital gains.

Upon completion of the Proposed Investment and the Proposed COB, the Company will hold a 28.57% interest in 2018334, its option in the Top Project (which the Company will continue to review to determine whether to maintain, advance or withdraw from the project), and cash and cash equivalents ($1,623,775 as at March 31, 2017 and pro forma the completion of the Proposed Investment).

Completion of the Proposed Investment and the Proposed COB is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed COB will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of CWN Mining Acquisition Corporation should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed COB and has neither approved nor disapproved the contents of this press release.

Name Change

Upon completion of the COB, the Company intends to change its name to Huanqiu Capital Limited (or "Huanqiu"), and the Exchange will assign a new trading symbol at the time of the formal name change.

About CWN Mining Acquisition Corporation

CWN Mining Acquisition Corporation is a mineral exploration company incorporated under the Canada Business Corporations Act with its head office in Vancouver, British Columbia. The business of CWN is to further explore the TOP Project property with the objective of confirming and expanding the extent of mineralization on the property.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact Andrew Liu, Chief Financial Officer at (778) 389-9960.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Proposed COB. Often, but not always, these forward looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, obtaining the approval of the Proposed COB from the TSXV; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration, development or investment goals; risks associated with investments in companies conducting such activities, the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: expectations regarding whether the approval of the Proposed COB by the TSXV will be obtained; that the Company will identify and acquire suitable investments for the Company; that the Company's stated goals and planned exploration and development activities will be achieved; that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.

SOURCE: CWN Mining Acquisition Corporation