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KWG The Canadian	PRESS RELEASE	No. 358
	Subordinate shares issued & outstanding (CSE-CACR)	1,272,557,532
	Convertible into Multiple-voting shares (100:1) equal to:	12,725,575
	Multiple-voting shares issued & outstanding:	9,479,999
Chrome	If all shares convert to Multiple-voting (CSE-CACR.A)	22,205,574
Company

Not for distribution to U.S. newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, into the United States

KWG ANNOUNCES CLOSING OF SECOND TRANCHE OF ITS CONVERTIBLE DEBENTURE PRIVATE PLACEMENT

Toronto, Canada, August 15, 2024 – KWG Resources Inc. (CSE: CACR and CACR.A), which carries on business as The Canadian Chrome Company (“CCC”, “KWG” or the “Company”) (The Canadian Chrome Company is a registered business style of KWG Resources Inc.) is pleased to announce the closing today of the second tranche of its previously announced private placement (the “Private Placement”) of Series CD-2024 convertible debentures (the “Debentures”) (see the Company’s news releases dated May 13, 2024, June 27, 2024 and August 2, 2024). The second tranche was comprised of an aggregate of $1,012,000 of Debentures, bringing the total principal amount of Debentures issued under both tranches of the Private Placement to $2,500,150. The Company paid to the subscribers a premium equal to 20% of the original aggregate principal amount of Debentures by the issuance of an aggregate of 168,666 Units (as defined below) at a deemed value of $1.20 per Unit.

The Debentures are (a) repayable at the Company’s option at any time in whole or in part in cash on not less than 30 days’ notice or (b) convertible into units (each a “Unit”) (i) at the Company’s option at any time after August 2, 2025, the first anniversary of the date on which the first Debenture of the Series CD-2024 Debentures is issued (the “Date of First Issuance”) or (ii) at the holder’s option at any time prior to payment in cash, in either case by the issuance of Units at a deemed value of $1.20 per Unit. The Debentures mature March 31, 2028 (the “Maturity Date”) and bear interest at 5% per annum, accruing daily, compounding annually on March 31 of each year and payable on each such March 31 anniversary date and at the Maturity Date or conversion. Payments of interest may, at the Company’s option, be made either (i) by payment in cash (other than in the event of a conversion) or (ii) by the issuance of Units at a deemed value of $1.20 per Unit.

Each Unit is comprised of one (1) CACR.A multiple-voting share and one (1) share purchase warrant enabling its holder to acquire one further CACR.A multiple-voting share from treasury upon payment of $1.20, exercisable at any time on or before the earlier of (i) March 31, 2029 or (ii) two (2) business days after completion of a take-over bid or a merger, amalgamation, arrangement or other form of business combination as a result of which the shareholders of the Company immediately prior to such bid or business combination do not own a majority of votes attaching to the voting securities of the Company or of the resulting issuer or do not have the power to elect a majority of the directors of the Company or of the resulting issuer, as the case may be, after completion of such bid or business combination.

The proceeds of the distribution of Debentures will be used to fund the Company’s business focused on the acquisition of interests in, and the exploration, evaluation and development of, large-scale mineral deposits of chromite and other base metals and minerals including, without limitation, funding the Company’s overhead and operating expenses and the costs of this Private Placement.

All of the securities issued pursuant to this tranche of the Private Placement are subject to a four (4) month hold period.

About The Canadian Chrome Company:

KWG, which carries on business as The Canadian Chrome Company, is an exploration stage company that is focused on identification, acquisition, consolidation, exploration, development and evaluation of large-scale deposits of minerals including chromite, base metals and strategic minerals and, where applicable, in the development of transportation links to access remote areas where these deposits may be located. In respect of chromite, KWG is the owner of 100% of the Black Horse chromite project (formerly part of Fancamp’s “Koper Lake-McFaulds” properties) in which Bold Ventures Inc. is carried through exploration of the former Fancamp claims for 10% of the chromite project. KWG also holds other area interests including a 100% interest in the Hornby claims, a 15% vested interest in the McFaulds copper/zinc project and a vested 30% interest in the Big Daddy chromite project. KWG also owns 100% of Canada Chrome Corporation (the “Subsidiary”) which staked mining claims between Aroland, Ontario (near Nakina) and the Ring of Fire. The Subsidiary has conducted a surveying and mineral and soil testing program to explore for minerals and to assess the prospects for the engineering and construction of a railroad along that route between the Ring of Fire and Aroland, Ontario covering the claims staked by the Subsidiary. The Subsidiary identified deposits of aggregate along the route and made application for 32 aggregate extraction permits. The Subsidiary engaged Cormorant Utilities and Rail-Veyor Technologies for Engineering Proposals for the construction of a transportation and utility corridor within the route to connect the Ring of Fire area to transportation and electrification systems which run through Nakina, Ontario (near Aroland) connecting to southern Ontario and the rest of Canada and has received those proposals. Those proposals include electrification systems connecting to several First Nations communities in the James Bay Lowlands including in the Ring of Fire area. KWG has also acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. KWG subsidiary Muketi Metallurgical LP has acquired two chromite-refining patents in Canada and one in each of the USA, South Africa and Kazakhstan, and is prosecuting an application in Turkey.

For further information, please contact:
Bruce Hodgman, Vice-President: 416-642-3575 ~ [email protected]

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.

Disclaimer: 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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