KWG Closes Final Tranche Of Private Placement

21 Apr 2010

Montréal, Canada – KWG Resources Inc. (TSXV – KWG) reports that it has closed the final tranche of its previously announced non-brokered private placement through the sale of 26,382,390 units (each, a “Unit”) at $0.125 each for proceeds of $3,297,798.75. Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one non flow-through common share until April 21, 2012 at a price of $0.15. All securities issued pursuant to this private placement have a hold period expiring on August 22, 2010.

This final tranche was completed in connection with the exercise by Cliffs Greene B.V. of its existing pre-exemptive right to maintain its 19.9% interest in KWG’s fully-diluted capital. As such, Cliffs Greene B.V., an affiliate of Cliffs Natural Resources Inc. (NYSX: CLF) (Paris: CLF) acquired all of the Units. The participation of such subscriber in the private placement constitutes a “related party transaction” under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“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 private placement 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 the subscription within 21 days of the date the board of directors approved the private placement, as part of the private placement.

The proceeds of this final tranche will be added to the Company’s working capital. The private placement saw a total of $10,992,463 subscribed for 87,939,706 shares and 43,969,853 warrants.


For further information, please contact:

Bruce Hodgman,
Communications Director
Direct: 416-646-1374

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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.

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