Toronto, Ontario--(Newsfile Corp. - August 14, 2023) - KWG Resources Inc. (CSE: CACR) (CSE: 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.) announces that its agreement to acquire (the "Acquisition") all of the issued and outstanding special shares of The Magpie Mines Inc. ("Magpie Mines") (please see the Company's news release of July 31, 2023) has been amended to provide for the Company to set the first closing date (the "First Closing Date") on not less than thirty (30) days' notice to the Vendors, such First Closing Date to be on or before July 28, 2024. As the Company believes that the first closing may be material to the shareholders of KWG and of Magpie Mines, when the Company sets the First Closing Date the Company intends to publish advance notice at least 21 days prior to such First Closing Date.

A majority of the special shares have the right to elect a majority of the Board of Directors of Magpie Mines. As a term of the Acquisition, following the First Closing Date metallurgical researcher and advisor Fouad Kamaleddine, Ph.D., and renowned exploration pioneer Peter H. Smith, Ph.D., will continue their incumbency as the directors of Magpie Mines at the pleasure of the Company to supervise the management of the business and affairs of Magpie Mines, including with respect to the activities of the Operator or a new Operator to be appointed, on development of the four known deposits and on development of the metallurgy for recovering the ultra-high-strength strategically critical minerals hosted in the deposits. The four deposits are contained within one project located approximately 130 km north-northwest of Havre St. Pierre in the North Shore area of the St. Lawrence River in the Province of Quebec. Rio Tinto's Lac Tio Mine is in the same general area, being approximately 43 kilometers northeast of Havre St. Pierre in Quebec.

Drs. Smith and Kamaleddine (each a "Vendor") have each agreed to exchange their Magpie Mines special shares for consideration payable in two parts. Initially on the First Closing Date, KWG will pay $1,000,000 to each Vendor payable, at the option of each Vendor, in (a) convertible debentures having a maturity date (the "Maturity Date") of the earlier of (i) five (5) years after the First Closing Date and (ii) the date of completion of a Change of Control of KWG, bearing interest on the unpaid principal at the rate of 5% per annum with interest payable annually at KWG's option in cash or units at a value of $3.00 per unit (each unit (a "Unit") being comprised of one multiple voting share in the capital of the Company (each a "MVS") and one warrant to acquire an additional MVS for $3.50 on or before the Maturity Date), payable (principal plus interest) in cash by the Company at any time after the first anniversary of the First Closing Date on 30 days' notice and convertible (interest and principal) in whole or in part into Units at a rate of $3.00 per Unit (i) at any time at the option of the holder prior to payment in cash or (ii) at the option of KWG on or after the first anniversary of the First Closing Date or completion of a Change of Control of KWG; (b) 333,333 Units of the Company, or (c) conditional on KWG obtaining consent from Fancamp Exploration Ltd. ("Fancamp") for the creation of Series A Special Shares in the authorized capital of KWG, 333,333 Series A Special Shares of KWG (each a "Series A Special Share") issued at $3.00 per share, each Series A Special Share having a redemption price of $3.00 per share, such redemption price payable in cash or in Units, with the holder being entitled to require KWG to redeem the Series A Special Shares for Units at any time prior to payment in cash, and KWG being able to redeem the Series A Special Shares for cash at any time on 30 days' notice or for Units at any time after the first anniversary of the First Closing Date and KWG being required to redeem the Series A Special Shares for cash or Units on the earlier of (i) five years after the First Closing Date or (ii) the date of completion of a Change of Control of KWG. For these purposes, a Change of Control will occur on 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 take-over 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.

see & read more on
https://www.newsfilecorp.com/release/177087/Canadian-Chrome-Company-Amends-Its-Agreement-to-Acquire-Board-Control-of-Magpie-Mines-Which-Holds-Large-Vanadium-and-Titanium-Deposits-in-Quebec