Symbol on TSX-Venture Exchange: KWG
Shares issued and outstanding: 403,468,877
MONTREAL, Aug. 20 /CNW/ - KWG Resources Inc. (TSX-V: KWG) ("KWG") is
pleased to announce that it has completed its previously announced
non-brokered private placement (the "Offering") of 20,000,000 "flow-through"
units (the "FT Units") and 8,750,000 non-"flow-through" units (the "Units"),
for total subscriptions of $1,437,500. The FT Units and the Units were issued
at $0.05 each and were comprised of one common share of KWG and one common
share purchase warrant of KWG exercisable at a price of $0.10 per warrant to
acquire one common share of KWG for a period of 5 years.
Cliffs Greene B.V. ("Cliffs"), an affiliate of Cliffs Natural Resources
Inc. (NYSX: CLF) (Paris: CLF), in order to maintain its 19.9% equity interest
in KWG, subscribed for all of the Units. Directors and Officers of KWG and its
subsidiary Canada Chrome Corporation, subscribed for $622,500 of the FT Units.
The participation of such subscribers in the Offering constitutes a "related
party transaction" under Multilateral Instrument 61-101 ("MI 61-101"), but KWG
was exempt from both the formal valuation and minority shareholder approval
requirements of MI 61-101 in connection with the Offering as neither the fair
market value of the securities issued, nor the consideration for such
securities, in so far as it involves interested parties, exceeded 25% of KWG's
market capitalization as calculated pursuant to MI 61-101. KWG completed each
such subscription within 21 days of the date the board of directors approved
the Offering, as part of the Offering.
The net proceeds of the proposed Private Placement will be used to
finance the exploration work on the Freewest Option in the Ring of Fire and
for working capital. The proceeds from the FT Units will be used for eligible
flow-through exploration expenses and will be renounced for the 2009 taxation
The securities issued under the Offering are subject to a hold period
expiring on December 21, 2009.
Forward Looking Information:
This press release contains certain "forward-looking statements". All
statements, other than statements of historical fact, that address activities,
events or developments that KWG believes, expects or anticipates will or may
occur in the future (including, without limitation, statements relating to the
exploration work on the Freewest Option) are forward-looking statements. These
forward-looking statements reflect the current expectations or beliefs of KWG
based on information currently available to KWG. Forward-looking statements
are subject to a number of significant risks and uncertainties and other
factors that may cause the actual results of KWG to differ materially from
those discussed in the forward-looking statements, and even if such actual
results are realized or substantially realized, there can be no assurance that
they will have the expected consequences to, or effects on KWG. Factors that
could cause actual results or events to differ materially from current
expectations include, but are not limited to the failure to complete the
Any forward-looking statement speaks only as of the date on which it is
made and, except as may be required by applicable securities laws, KWG
disclaims any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or otherwise.
Although KWG believes that the assumptions inherent in the forward-looking
statements are reasonable, forward-looking statements are not guaranteed of
future performance and accordingly undue reliance should not be put on such
statements due to the inherent uncertainty therein.
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 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. The joint
venture is developing the Big Daddy chromite deposit adjacent to the Black
Thor and Black Label chromite discoveries of Freewest Resources. KWG holds a
1% net smelter royalty in all three deposits and has created Canada Chrome
Corporation to pursue the development of them.
Neither TSX Venture Exchange nor its regulation services provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release
For further information:
For further information: Bruce Hodgman, Communications Director, Direct:
(416) 646-1374, firstname.lastname@example.org; Michel Côté, Director, (514) 866-6001