Kwg Completes $369,500 Private Placement With The Mineralfields Group

31 Dec 2008

Montréal, Canada – December 31, 2008 – KWG Resources Inc. (TSXV – KWG) reports that it has completed a non-brokered private placement through the sale of 18,475,000 units at $0.02 each to the MineralFields Group, for gross proceeds of $369,500.  Each unit consists of one flow-through common share and one common share purchase warrant issued on a flow-through basis pursuant to the Income Tax Act (Canada) .  Each common share purchase warrant entitles the holder to purchase one non flow-through common share until December 31, 2009 at a price of $0.05 per share and thereafter at a price of $0.10 until December 31, 2010.  Limited Market Dealer Inc. acted as agent and was paid a due diligence fee of $11,085 as well as a finder’s fee consisting of a cash payment of $18,475 and 1,847,500 broker options.  Each broker option is exercisable into one non-flow-through unit having the same other terms and conditions as the units issued in the private placement, at a price of $0.05 until December 31, 2009 and thereafter at a price of $0.10 until December 31, 2010.  All securities issued pursuant to this private placement have a hold period of four months ending May 1, 2009.

About MineralFields and Pathway and First Canadian Securities
MineralFields Group (a division of Pathway Asset Management), based in Toronto and Vancouver, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com.  First Canadian Securities � is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies.  MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities.

For further information, please contact:

Bruce Hodgman,
Communications Director
Direct: 416-646-1374
info@kwgresources.com
  Michel Côté
Director
514-866-6001 ext. 266

Or visit our website:  www.kwgresources.com

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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 therefrom.