KWG Resources Inc. announced a private placement of Series CD-2024 convertible debentures for the gross proceeds of up to CAD 2,000,000 on May 13, 2024. The Debentures will be repayable at the company?s option at any time in whole or in part in cash on not less than 30 days? notice or convertible into units at the company?s option at any time after the first anniversary of the date on which the first Debenture of the Series CD-2024 Debentures is issued or 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 CAD 1.20 per Unit.

The Debentures will mature March 31, 2028 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 by payment in cash or by the issuance of Units at a deemed value of CAD 1.20 per Unit. Each Unit will be comprised of one CACR.A multiple-voting share and one share purchase warrant enabling its holder to acquire one further CACR.A multiple-voting share from treasury upon payment of CAD 1.20, exercisable at any time on or before the earlier of March 31, 2029 or two business days after completion of a take-over bid or a merger, amalgamation, arrangement or other form of business combination.

Pursuant to the terms of the Debentures, holders will be paid a premium equal to 20% of the original principal amount, payable immediately following issuance of the Debentures by the issuance of Units with a deemed value of CAD 1.20 per Unit. The company will pay finder?s fees of up to 5% of the aggregate amount of Debentures purchased by subscribers referred to the company by finders entitled to receive such fees in accordance with applicable securities laws, which fees will be payable in Units at deemed price of CAD 1.20 per Unit. All of the securities to be issued pursuant to this private placement will be subject to a four month hold period.