Source: KWG Resources.
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  • KWG Resources (KWG) has closed its non-brokered private placement of 66,667 flow-through units
  • The company issued the units at a price of $2.25 per flow-through unit for aggregate gross proceeds of $150,000.75
  • The company’s CEO subscribed for the entire private placement, prior to which he held the equivalent of 1,767,988 (8.90 per cent) of the multiple voting shares
  • KWG is an exploration-stage company
  • KWG Resources Inc. (KWG) was unchanged at $0.0275 per share

KWG Resources (KWG) has closed its non-brokered private placement of 66,667 flow-through units.

The company issued the units at a price of $2.25 per flow-through unit for aggregate gross proceeds of $150,000.75.

Each flow-through unit is made up of one multiple voting share of the company and one multiple voting share purchase warrant of the company, with each warrant enabling the holder to acquire one multiple voting share upon payment of $2.75 at any time before December 30, 2027.

All of the securities issued in connection with this private placement were issued on a “flow-through” basis in accordance with the Income Tax Act (Canada) and are subject to a four-month hold period.

The company’s CEO subscribed for the entire private placement, prior to which he held the equivalent of 1,767,988 (8.90 per cent) of the multiple voting shares.

Following the completion of the private placement, he holds the equivalent of 1,834,655 (9.20 per cent) of the multiple voting shares and 1,901,332 (9.51 per cent) on a partly diluted basis if all warrants issued in this private placement are exercised.

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 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 per cent 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.

KWG is an exploration-stage company which owns 100 per cent of the Black Horse chromite project (formerly part of Fancamp’s Koper Lake-McFaulds properties).

KWG Resources Inc. (KWG) was unchanged at $0.0275 at 09:54 am ET.


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