/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
CLEVELAND, OH, April 15 /CNW/ - Further to the press release of Cliffs
Natural Resources ("Cliffs") dated March 16, 2009 announcing that its
subsidiary, Cliffs Greene B.V. ("Cliffs Greene"), acquired, by way of private
placement, certain securities issued from treasury by KWG Resources Inc.
("KWG"), Cliffs announces that Cliffs Greene has been issued additional units
of KWG as a result of the conversion today, further to KWG shareholder
approval, of the convertible debenture in the principal amount of US$1,033,398
purchased by Cliffs Greene on March 16, 2009.
As a result of the conversion of the debenture into 21,135,069 units,
each unit comprising one common share and approximately 0.44 of a common share
purchase warrant, Cliffs Greene has received (i) an additional 21,135,069
common shares representing 5.9% of the total outstanding KWG common shares,
such that, together with the 50,448,987 common shares already held, Cliffs
Greene's aggregate percentage holding of common shares is now 19.9%, for a
total of 71,584,056 common shares and (ii) an additional 9,310,839 warrants,
representing 5.9% of the total outstanding warrants and together with the
22,224,784 warrants already held, representing 19.9% of the total outstanding
warrants, for a total of 31,535,623 warrants. One warrant becomes exercisable
for every five common shares issued pursuant to outstanding warrants, options
or other rights to purchase common shares as at January 20, 2009, and entitles
Cliffs Greene to acquire one common share at a price of US$0.05, such price to
remain in effect until March 16, 2010 and thereafter at a price of US$0.10
(subject to the undertaking of KWG to reduce such price to US$0.05 upon
regulatory approval), with all warrants expiring by March 16, 2014 at the
latest. The acquisition of common shares pursuant to the exercise of the
warrants will not increase Cliffs Greene's percentage holding of common shares
in KWG beyond 19.9%, such warrants having been issued for anti-dilutive
purposes. KWG has disclosed that the number of outstanding common shares
following the conversion is 359,718,877 and the number of outstanding warrants
(including warrants issued to Cliffs Greene) is 158,470,468.
The debenture was converted, at no additional cost, into units at the
rate of US$0.048894 (C$0.062213) per unit.
Cliffs Greene acquired the securities of KWG as a strategic investment.
Cliffs Greene and KWG are parties to a shareholder agreement conferring rights
of first refusal and pre-emptive rights in favour of Cliffs Greene in
connection with the issuance of voting shares or convertible securities by KWG
(subject to certain excluded issuances as provided therein) and the right to
designate a representative to the board of directors of KWG. In pursuance of
the foregoing, Cliffs Greene designated Mr. Richard P. Fink, General Manager,
Acquisitions and Development of Cliffs, as its nominee, and Mr. Fink was
elected to the board of KWG on April 15, 2009. Subject to restrictions under
applicable law, Cliffs Greene may in the future acquire or dispose of
additional securities of KWG depending on factors such as the business and
prospects of KWG and future market conditions.
About Cliffs Natural Resources Inc.
Cliffs Natural Resources is an international mining and natural resources
company. It is the largest producer of iron ore pellets in North America, a
major supplier of direct-shipping lump and fines iron ore out of Australia and
a significant producer of metallurgical coal. With core values of
environmental and capital stewardship, our colleagues across the globe
endeavor to provide all stakeholders operating and financial transparency as
embodied in the Global Reporting Initiative (GRI) framework. Cliffs Natural
Resources is organized through three geographic business units:
The North American business unit is comprised of six iron ore mines owned
or managed in Michigan, Minnesota and Eastern Canada, and two coking coal
mining complexes located in West Virginia and Alabama. The Asia Pacific
business unit is comprised of two iron ore mining complexes in Western
Australia and a 45% economic interest in a coking and thermal coal mine in
Queensland, Australia. The South American business unit includes a 30%
interest in the Amapa Project, an iron ore project in the state of Amapa in
Brazil, as well as a number of smaller greenfield projects not yet in
Over recent years, Cliffs has been executing a strategy designed to
achieve scale in the mining industry and focused on serving the world's
largest and fastest growing steel markets.
About KWG Resources Inc.
KWG Resources is a mineral exploration company with extensive claim
holdings in the James Bay Lowlands of Northern Ontario, Canada, where
important discoveries of nickel and chrome have been made recently in the
so-called Ring of Fire. KWG has an equal joint venture interest in a large
claim block in the central part of the discovery area, with Spider Resources
Inc. (TSXV: SPQ). The joint venture is developing the Big Daddy chromite
deposit adjacent to the Black Thor and Black Label chromite discoveries of
Freewest Resources Canada Inc. (TSXV: FWR).
For further information:
For further information: A copy of the Early Warning Report that will be
filed by Cliffs Greene with the relevant Canadian securities commissions in
connection with this matter can be obtained via SEDAR at www.sedar.com under