CWN Mining Acquisition Corporation Announces Private Placement

TORONTO, Dec. 18, 2014 /CNW/ - CWN Mining Acquisition Corporation ("CWN") (TSXV: "CWN.P"), a capital pool company, is pleased to announce a proposed non-brokered private placement of up to 8,000,000 common shares (the "Shares") at a price of $0.50 per Share for aggregate proceeds of up to $4,000,000 (the "Private Placement"). All Shares issued pursuant to the Private Placement will be subject to certain resale restrictions.

The Private Placement is being undertaken concurrently with CWN entering into an option agreement (the "Option Agreement") dated October 31, 2014 with YES Exploration Syndicate Inc ("YES Exploration"), pursuant to which CWN will be granted an option to acquire a 100% undivided interest, net of a 2% royalty reserved for YES Exploration, in certain mining claims situated in the Whitehorse Mining District, Yukon, Canada, and generally and collectively known as the "TOP Project" (the "Transaction"). The Private Placement is being conducted by CWN in order to satisfy the terms of the Option Agreement and the proceeds from the Private Placement will be used to provide CWN with adequate working capital and financial resources to carry out a stated work program on the TOP Project for 12 months following closing of the Transaction.

Management of the Resulting Issuer

The Transaction is subject to TSX Venture Exchange ("TSXV") approval and is intended to constitute CWN's "Qualifying Transaction" in accordance with TSXV Policy 2.4 – Capital Pool Companies. Upon completion of its Qualifying Transaction, the following persons will be directors, officers or insiders of the resulting issuer:

Wen Hua (Ben) Li – CEO and Director

Mr. Wen Hua (Ben) Li is an experienced international businessman with a background in engineering and management and numerous years of experience in the mining industry. He has worked as a project director in an exploration stage iron ore project based in China for four years, during which time, the company advanced from early exploration phase to discovery phase. Subsequently, Mr. Li has spent several years evaluating and visiting mining projects throughout North America and Australia. Mr. Li has expertise in the mining exploration industry, in evaluating potential investments in the mining sector and expertise in management of exploration projects. Mr. Li has an Advanced Diploma in Electrical Engineering from TAFE NSW – Sydney Institute – Ultimo College in Sydney, Australia. Under the Private Placement, Mr. Li will become the beneficial owner of 6,000,000 Shares and will become an insider of the resulting issuer.

Terry Wong – CFO and Corporate Secretary

Ms. Terry Wong is a Certified Management Accountant with over 9 years of financial experience working for both private and public companies. She has also worked closely with companies and professionals within the finance, mining, and energy industries. Ms. Wong has advanced knowledge of Canadian GAAP and IFRS regulations. From July 2008 to April 2011, Ms. Wong acted as the financial controller of Resinco Capital Partners Inc., a TSX listed investment company. Since then, Ms. Wong has acted in numerous financial roles in companies, including as an interim CFO of Axmin Inc. on the TSX Venture Exchange. Axmin Inc. is a Canadian exploration and development company with a strong focus in Africa.  Ms. Wong received her BCOMM from the University of British Columbia.

Joe Kin Foon Tai – Director

Mr. Joe Kin Foon Tai has been the Managing Director of Goldpac Investments Ltd., an investment consulting company, since January 1997. Mr. Tai currently serves as a director of Axmin Inc., a TSX Venture Exchange listed gold mining company, Adex Mining Inc., a TSX Venture Exchange listed multi-metal mining company, and China Goldcorp. Ltd., a NEX listed CPC. Mr. Tai served as a director of Portal Resource Inc. (now Galileo Petroleum Ltd.), a TSX Venture Exchange listed mining company from March 2009 to September 2010, and Medifocus Inc., a TSX Venture Exchange listed medical device developer from 2006 to November 2012.

William B. Burton – Director

Mr. William B. Burton graduated with an Honours Bachelor of Sciences (Honours B.Sc.) in Geology from Dalhousie University in Halifax in 1973. From 1973 to 1986 he was an active geologist for various corporations including 12 years with a division of Rio Tino Zinc. From 1986 to 1994 he founded various public mining companies. He founded ADEX Mining Corp. (TSXV:ADE) in 1994, and was the Chief Executive Officer from 1994 to 1998, and oversaw the acquisition of the Mount Pleasant Property in 1995. He has also been a director of Erdene Resource Development (TSX:ERD) since 2003. Erdene Resource Development is focused on the definition of late stage gold and copper projects in Mongolia. He is a director of CWN (TSXV:CWN.P), a CPC. He has held executive positions in various publicly traded companies in Canada involved in mineral exploration and development around the globe. With 40 years experience in the minerals sector, he has both hands on experience as a geologist and as an executive. From 1996 to 1998, he was the Vice-President of Exploration of International Pursuit evaluating gold properties in Asia, including Mongolia, and was the President of Mongolian Goldfields Corporation from 1996 to 1997. More recently, as President, CEO and founder of MagIndustries Corp. (TSX:MAA), he led the completion of feasibility studies to develop the Kouilou solution potash mine operation after many years of exploration and development of extensive carnallite deposits in the Republic of Congo. MagIndustries Corp. is now controlled by Chinese interests who have invested over $1 billion in the Kouilou mine project. Mr. Burton completed the Institute of Corporate Directors' Audit Committee effectiveness course in December 2012.

Kevin Wen Lai – Director

Mr. Kevin Wen Lai is an experienced businessman with nearly two decades of experience in executive and management roles in American and Chinese companies. Mr. Lai's expertise includes management and international trade. Mr. Lai has served as an Associate Director for Glory Harvest Group Holdings Ltd. since 2007 and has served in senior technical and management roles at Dell Inc. and Ask.com. Mr. Lai has a Master of Science degree in Information and Computer Sciences from the University of Hawaii and a Bachelor of Science degree in Information Systems and Computer Sciences from the Brigham Young University at Hawaii. Under the Private Placement, Mr. Lai will purchase 1,500,000 Shares and will become an insider of the resulting issuer.

About CWN

CWN is a capital pool company within the meaning of Policy 2.4 of the TSXV, incorporated under the Canada Business Corporations Act with its head office in Vancouver, British Columbia. The principal business of CWN has been the identification and evaluation of assets with a view to completing a qualifying transaction.

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.

SOURCE: CWN Mining Acquisition Corporation

please contact Terry Wong, Chief Financial Officer at [phone].