KWG Resources Inc.
TSX VENTURE : KWG

KWG Resources Inc.

November 26, 2007 06:00 ET

KWG Resources Inc.: Northern Securities to Underwrite IPO of Debuts Diamonds

MONTREAL, CANADA--(Marketwire - Nov. 26, 2007) - KWG Resources Inc (TSX VENTURE:KWG) has engaged Northern Securities Inc as its agent for the private placement of special warrants of Debuts Diamonds Inc for proceeds of up to $3 million on a best efforts basis.

Debuts Diamonds will issue approximately 80 million shares in payment of the transfer to it of all of the diamond exploration assets of KWG. These shares of Debuts Diamonds will be distributed to the holders of the shares of KWG Resources Inc, determined as of an upcoming record date. One share of Debuts Diamonds Inc will be distributed as a tax-free return-of-capital-dividend for every three KWG shares held at the record date. A non-offering prospectus will be filed by Debuts Diamonds in connection with the dividend of its shares to the holders of KWG shares, and application will be made for the listing of the Debuts Diamonds shares upon a final receipt for the prospectus being issued. The prospectus will also qualify for distribution of the shares and warrants to be issued upon conversion of the special warrants, to be placed for the subscription proceeds before the end of 2007.

The placement will comprise flow-through special warrants for a total of $2 million and unit special warrants for a total of $1 million. Upon final receipt for the prospectus, the flow-through special warrants, priced at $0.08, will automatically convert into one flow-through share and one-half common share purchase warrant, with each whole warrant entitling its holder to purchase a treasury share for $0.12 at any time within 2 years. The unit special warrants, priced at $0.065, will automatically convert into one common share and one common share purchase warrant entitling its holder to purchase a treasury share for $0.10 at any time within 2 years. If the conversion has not occurred by March 31, 2008 subscribers will receive 10% additional special warrants. If the conversion has not occurred by April 30, 2008 subscribers will have the option of converting the special warrants into KWG units of equivalent value derived from the volume-weighted average price of KWG's shares throughout April 2008.

The proceeds of the offering will be used to conduct three 200-tonne bulk samples of the Good Friday, MacFadyen 2 and MacFadyen 2 South diamondiferous kimberlites this winter. These are adjacent to the De Beers Victor Mine project and are the principle diamond assets to be vested by KWG in its newly-formed subsidiary.

Debuts Diamonds will pay the agent a cash commission of 8% and broker warrants exercisable into 10% of the total units placed.

Shares issued and outstanding: 244,604,171

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

Contact Information

  • Frank C. Smeenk
    President and CEO
    416-642-3575
    514-866-6193 (FAX)
    or
    Michel Cote
    Director
    514-866-6001 - Ext. 266
    514-866-6193 (FAX)
    www.kwgresources.com