KWG Resources Inc. obtains shareholder approval to issuance of additional units in connection with previously announced private placement with Cliffs Natural Resources Inc.

    Symbol on TSX-Venture Exchange: KWG
    Shares issued and outstanding: 359,718,877

    MONTREAL, April 15 /CNW/ - Further to KWG Resources Inc.'s ("KWG" or the
"Company") (TSXV: KWG; OTCBB: KWGBF) press release dated March 16, 2009,
announcing that Cliffs Natural Resources Inc. (NYSE:   CLF) an Ohio Corporation,
through its Dutch affiliate, Cliffs Greene B.V. ("Cliffs") acquired, on a
non-brokered private placement basis, certain securities of KWG in the
aggregate amount of US$3,500,000, KWG is pleased to announce that it has
obtained the requisite approval of its shareholders (the "Shareholder
Approval") at the Company's annual and special meeting held today to the
issuance of additional units of KWG (each, a Unit") upon the conversion of the
secured convertible debenture purchased by Cliffs on March 16, 2009 in the
principal amount of US$1,033,398 (the "Debenture").
    As a result of the Shareholder Approval being obtained, the principal
amount of the Debenture has been converted automatically into Units at the
rate of US$0.048894 per Unit resulting in a further issuance to Cliffs of
21,135,069 Units comprised of 21,135,069 KWG common shares (the "Common
Shares") and 9,310,839 Common Share purchase warrants (the "Warrants"). As
previously disclosed in the press release dated March 16, 2009, in addition to
the purchase of the Debenture, Cliffs acquired 50,448,987 Units comprised of
50,448,987 Common Shares and 22,224,784 Warrants representing 14.9% of the
issued and outstanding Common Shares on a fully diluted basis.
    As a result of the conversion of the Debenture, Cliffs now holds an
aggregate of 71,584,056 Common Shares and 31,535,623 Warrants representing
19.9% of the issued and outstanding Common Shares on a fully diluted basis.
Each Warrant entitles Cliffs to purchase one (1) Common Share at US$0.05 until
March 16, 2010 and US$0.10 thereafter (subject to the undertaking of KWG to
reduce such price to US$0.05 upon regulatory approval) and is exercisable for
20 business days following the issuance by KWG of 5 Common Shares upon the
exercise of any of the warrants, options and other rights to purchase or
obligations of KWG to issue Common Shares outstanding as at January 20, 2009.
To the extent not previously exercised the Warrants will expire on March 16,
2014, at the latest.
    The hold period of the securities issued today expires on July 17, 2009.
    In accordance with the terms of the shareholder agreement entered into
between Cliffs and KWG, Mr. Richard P. Fink, Cliffs' nominee to KWG's board of
directors has been elected to the board effective today. Mr. Fink is the
General Manager, Acquisitions and Development of Cliffs Natural Resources Inc.

    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).

    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this press release.

    This press release, required by applicable Canadian securities law, is
not for distribution to U.S. news services or for dissemination in the United
States, and does not constitute an offer of the securities described herein.
These securities have not been registered under the United States Securities
Act of 1933, as amended, or any state securities laws, and may not be offered
or sold in the United States or to U.S. persons unless registered or exempt

For further information:

For further information: Bruce Hodgman, Communications Director, Direct:
(416) 646-1374,; Michel Côté, Director, (514) 866-6001
ext. 266, Or visit our website:

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