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KWG Resources Closes Previously Announced Private Placement of Flow-Through Units
Toronto, Ontario--(Newsfile Corp. - December 31, 2020) - KWG Resources Inc. (CSE: KWG) (CSE: KWG.A) (FSE: KW6) ("KWG" or the "Company") is pleased to announce t
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[{"type":"text","content":" Toronto, Ontario--(Newsfile Corp. - December 31, 2020) - KWG Resources Inc. (CSE: KWG) (CSE: KWG.A) (FSE: KW6) (\"KWG\" or the \"Company\") is pleased to announce the closing today of its previously announced non-brokered private placement (the \"Private Placement\") of 280,000 flow-through units (each a \"Flow-Thorough Unit\") at a price of $1.5001 per Flow-Through Unit for aggregate gross proceeds of $420,028 (see KWG's news release dated December 30, 2020). Each Flow-Through Unit is comprised of one multiple voting share of the Company (each, a \"Multiple Voting Share\") issued on a \"flow-through\" basis in accordance with the Income Tax Act (Canada) (each a \"Flow Through Share\") and one multiple voting share purchase warrant (each a \"Warrant\"), with each Warrant enabling the holder to acquire one Multiple Voting Share upon payment of $2.00 per share at any time before December 31, 2025. All of the securities issued pursuant to this Private Placement are subject to a four (4) month hold period. The Company's President and Chief Executive Officer subscribed for the entire Private Placement, prior to which he held the equivalent of 33,158,246 (3.04%) of the Company's subordinate voting shares. Following completion of the placement he holds the equivalent of 117,158,246 (9.97%) of the Company's subordinate voting shares and 201,158,246 (16%) thereof on a partly diluted basis if all warrants issued in this Private Placement will be 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 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 (which is currently approximately $5.46 million), as set out in section 5.7(a) of MI 61-101, the Private Placement was exempt from the minority approval requirements of MI 61-101. Given the uncertainty as to whether insiders of ...