KWG Resources Inc.

TSX VENTURE : KWG


KWG Resources Inc.

April 23, 2014 09:44 ET

KWG Private Placement

TORONTO, ONTARIO--(Marketwired - April 23, 2014) - The previously announced (see press release of April 21, 2014) flow-through private placement of 2.2 million units at $0.10 per unit for total proceeds of $220,000 will be entirely subscribed by three officers, one of whom is also a director, and an employee of KWG (TSX VENTURE:KWG). Each unit comprises one flow-through treasury share and one warrant which may be exercised to acquire a further flow-through share for $0.15 at any time within twelve months. All securities issued are subject to a four-month hold period.

The participation of the director and officers in the Private Placement will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, KWG expects that it will be exempt from both the formal valuation and minority shareholder approval requirements of MI 61-601 in connection with the Private Placement because neither the fair market value of the securities to be issued, nor the consideration for such securities, is expected to exceed 25% of the Company's market capitalization as calculated in accordance with MI 61-601.

The Private Placement remains subject to the approval of the TSX Venture Exchange.

About KWG: KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of Canada Chrome Corporation which has staked claims and conducted a $15 million surveying and soil testing program for the engineering and construction of a railroad to the Ring of Fire from Exton, Ontario.

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 release.

Shares issued and outstanding: 750,312,273

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