All of the securities issued pursuant to this Private Placement were issued on a 'flow-through' basis in accordance with the Income Tax Act (
The Private Placement is considered a 'related party transaction' within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101') as a related party subscribed for the entire Private Placement. As no securities of the Company are listed on any of the prescribed exchanges set out in section 5.5(b) of MI 61-101, the Private Placement was exempt from the formal valuation requirements of MI 61-101. As well, since neither the fair market value of the subject matter of the transaction nor the fair market of the consideration for the transaction exceeded 25% of the Company's market capitalization, as set out in section 5.7(1)(a) of MI 61-101, the Private Placement was exempt from the minority approval requirements of MI 61-101.
As the decision to proceed with the Private Placement was not made until last week, the Company did not have the opportunity to announce this related party transaction 21 days in advance of closing.
About KWG:
KWG is the owner of 100% of the Black Horse chromite project (formerly part of Fancamp's 'Koper Lake-McFaulds' properties).
Contact:
Vice-President
T: 416-642-3575
E: info@kwgresources.com
Forward-Looking Statements
Information set forth in this news release may involve forward-looking statements under applicable securities laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and KWG disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.
This news release does not constitute an offer to sell or solicitation of an offer to buy any securities that may be described herein and accordingly undue reliance should not be put on such.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.
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