An anonymous director reports

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

KWG Resources Inc. has closed the second and final tranche of its previously announced private placement of convertible debentures (see news release dated April 24, 2023). This second tranche was composed of an aggregate of $1,414,000 of debentures, of which an aggregate of $1.35 million of debentures closed in escrow pending receipt of necessary consents and other matters, bringing the total principal amount of debentures issued under the first and second tranches of the private placement to $2,373,590.

The debentures are convertible into units with a deemed value of $3 per unit at the holder's option at any time prior to payment in cash. The debentures mature on April 24, 2026, and bear interest at 5 per cent per annum, accruing daily, compounding annually on April 24 of each year, the anniversary of the date on which the first debenture of the Series CD-2023 debentures was issued and payable on each anniversary of the date of first issuance and at the maturity date or conversion. Payments of interest may be made at the company's option 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 $3 per unit. Each unit will be composed of one KWG Resources. A multiple voting share and one share purchase warrant, enabling its holder to acquire one further KWG Resources. A multiple-voting share from treasury upon payment of $3 exercisable at any time on or before the earlier of: (i) the third anniversary of the maturity date; or (ii) two business days after completion of a takeover 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 received by the corporation from the sale of the debentures will be used for the costs and fees associated with the private placement, for general corporate overhead expenses, including paying or accommodating current debts and liabilities, and for payment of operating expenses.

All of the securities to be issued pursuant to this tranche of the private placement are subject to a four-month hold period.

About KWG Resources Inc.

KWG Resources is the owner of 100 per cent 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 per cent of the chromite project and 40 per cent of the other minerals. KWG Resources also holds other area interests including a 100-per-cent interest in the Hornby claims, a 15-per-cent vested interest in the McFaulds copper/zinc project and a vested 30-per-cent interest in the Big Daddy chromite project. KWG Resources also owns 100 per cent of CCC, which staked mining claims between Aroland, Ont. (near Nakina), and the Ring of Fire. CCC has conducted a surveying and soil testing program to assess the prospects for the engineering and construction of a railway along that route between the Ring of Fire and Aroland, Ont., covering the claims staked by CCC. CCC engaged Cormorant Utilities and Rail-Veyor Technologies for engineering proposals for the construction of a transportation and utility corridor within the route, and has received those proposals. KWG Resources has also acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. KWG Resources subsidiary Muketi Metallurgical LP has acquired two chromite-refining patents in Canada and one in each of the United States, South Africa and Kazakhstan, and is prosecuting an application in Turkey.

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