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Pacific North West Capital Applies for Share Consolidation and Name Change to New Age Metals Inc. $PFN.ca

Posted by AGORACOM-JC at 4:25 PM on Wednesday, January 25th, 2017

Hublogo1 copy

  • Made application to the TSX Venture Exchange  to implement a name change and share consolidation to better reflect the Company’s business plan and its two mineral divisions

Vancouver, British Columbia / January 25, 2017 –Pacific North West Capital Corp. (“PFN”)(TSXV: PFN OTCQB: PAWEF FSE: P7J)announces it has made application to the TSX Venture Exchange (the “Exchange”) to implement a name change and share consolidation to better reflect the Company’s business plan and its two mineral divisions. The Company’s Board of Directors have approved a name change of the Company from Pacific North West Capital to New Age Metals Inc. In addition, due to market conditions, regulatory minimum pricing requirements for financings and other considerations, the Board of Directors have also authorized a consolidation of the Company’s issued and outstanding shares on the basis of three (3) shares of Pacific North West Capital Corp. for one (1) new share of New Age Metals Inc.

The 100,098,596 common shares currently issued and outstanding will be reduced to approximately 33,366,199 post-consolidated common shares. The Company will not be issuing fractional shares as a result of the consolidation. Instead, all fractional shares equal or greater to one-half will be rounded to the next whole share. The Company’s outstanding stock options and share purchase warrants will be adjusted accordingly upon completion of the consolidation.

Upon receipt of regulatory approval, a letter of transmittal will be sent to the registered shareholders providing instructions to surrender the share certificates evidencing their pre-consolidated common shares for replacement certificates of New Age Metals Inc. representing the number of post-consolidated common shares they are entitled to as a result of the consolidation. Until surrendered, each certificate representing the pre-consolidated common shares will be deemed to represent the number of post-consolidated common shares of New Age Metals Inc. that the holder thereof is entitled to as a result of the consolidation.

The Name Change and Consolidation are subject to regulatory approval. The Company anticipates the transaction to close early February, 2017. Until such regulatory approvals have been received, the pre-consolidated shares will continue to trade on the TSX Venture Exchange under the current trading symbol “PFN”.

On behalf of the Board of Directors

“Harry Barr”

Harry G. Barr

Chairman and CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward Looking Statements: This release contains forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results and are based on current expectations or beliefs. For this purpose, statements of historical fact may be deemed to be forward-looking statements. In addition, forward-looking statements include statements in which the Company uses words such as “continue”, “efforts”, “expect”, “believe”, “anticipate”, “confident”, “intend”, “strategy”, “plan”, “will”, “estimate”, “project”, “goal”, “target”, “prospects”, “optimistic” or similar expressions. These statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, the Company’s ability and continuation of efforts to timely and completely make available adequate current public information, additional or different regulatory and legal requirements and restrictions that may be imposed, and other factors as may be discussed in the documents filed by the Company on SEDAR (www.sedar.com), including the most recent reports that identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The Company does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors should not place undue reliance on forward-looking statements.

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KWG Tables Study of East-West Road to Ring of Fire Networking Eabametoong, Neskantaga, Webequie and Marten Falls With Nibinamik, Kingfisher, and Wunnumin Lake Connections Also Feasible $KWG.ca

Posted by AGORACOM-JC at 7:46 AM on Friday, August 26th, 2016

Kwglarge

  • All-weather road study that was previously prepared for it by Green Forest Management Inc.
  • Report estimated that an all-weather gravel road starting in the west at the Northern Ontario Resource Trail Road northeast of Pickle Lake, projecting eastward to the Ring of Fire area over a distance of approximately 305 kilometres, would cost between $83.6 million to $99.9 million.
  • Trunk roads from it to connect the First Nations communities of Eabametoong, Neskantaga, Webequie and Marten Falls would cost between $36.1 million and $73.1 million depending on the route alignments selected.

TORONTO, ONTARIO–(Aug. 26, 2016) – KWG Resources Inc. (CSE:KWG)(FRANKFURT:KW6) (“KWG”) has posted on its website an all-weather road study that was previously prepared for it by Green Forest Management Inc. The report estimated that an all-weather gravel road starting in the west at the Northern Ontario Resource Trail Road northeast of Pickle Lake, projecting eastward to the Ring of Fire area over a distance of approximately 305 kilometres, would cost between $83.6 million to $99.9 million. Trunk roads from it to connect the First Nations communities of Eabametoong, Neskantaga, Webequie and Marten Falls would cost between $36.1 million and $73.1 million depending on the route alignments selected. The study notes that additional trunk roads to connect Nibinamik, Kingfisher, and Wunnumin Lake are also feasible but required further research for construction budgeting purposes.

“We had this report prepared in 2013 to scope out the most rational options available to supply our railroad construction and address local aspirations,” said KWG President Frank Smeenk. “While we shared it extensively on a confidential basis, it’s very practical approach has not yet found traction, so we thought it timely to make the study public now as we prepare to discuss railroad construction financing options. The road network considered here is a desirable, if not indeed an absolutely necessary first step to opening this area development cornucopia and starting to create quite a few ongoing local jobs throughout the entire region.” The report also noted:

Socio-Economic Benefits:

The potential socio-economic benefits and opportunities resulting from the construction of a west-to-east year round access road are potentially quite significant. Currently, year round access to northern First Nation communities is restricted to air service, which is an expensive transportation alternative for freight and community members. Access by air is supplemented in the winter months by a network of snow and ice roads, which appears to becoming increasingly unreliable as a consequence of warmer winter temperatures; requires extensive planning and coordination of goods transportation; and significant capital in the preparation and operation of the winter road – an investment which literally melts away annually.

The socio-economic benefits and opportunities range from short to long term for First Nations communities in the project area. Specifically short term and direct benefits that can be expected include:

  • Heavy equipment and road construction training and skill development
  • Employment on road construction and maintenance
  • Employment in road construction support sectors, such as equipment parts and service, fuel supply, food and housing and equipment service centres
  • Need for a road network management company, to provide road maintenance and monitoring services

Most short term benefits are the foundation for transferable and lasting benefits to northern First Nation communities. The following longer term socio-economic benefits potentially could be expected from all-weather road access to communities, including:

  • Increased opportunities for local and regional-based employment, particularly associated with mining development at the Ring of Fire through an established road network
  • Transfer of road construction and equipment use skills to mining and other resource management and equipment operation sectors (construction, energy, forestry)
  • Expansion and improvement in health care delivery, including dental, home and long-term care services
  • Increased travel options for health care purposes
  • Improvement and expansion in delivery of government and social services
  • Improved response time for police services
  • Lower cost of living through ground-based delivery of goods and services
  • Lower cost of personal travel
  • Increased ability to access basic services (e.g. food, vehicle repair, clothing) and professional services (e.g. financial, legal, commercial)
  • improvement in the delivery of educational services on First Nation communities (e.g. establish secondary schools thus eliminating need for placement of students out of community)
  • Reduction in airport maintenance costs
  • Development of new remote, resource-based tourism ventures

Other Potential Opportunities:

With the establishment of an all-weather road access in the project area, the potential for future economic development beyond the mining sector is significant. Development opportunities have been scoped under other initiatives elsewhere in Ontario, within First Nation communities taking the lead. These development opportunities, which would foster greater economic independence for First Nation communities, include:

  • Land use management and development, such as the creation of forest management units for the management and use of wood supply
  • Establishment of harvesting operations to supply small scale sawmills to furnish lumber for local housing construction and to the mine developments
  • Construct cogeneration plants with wood biofuel for energy production at the communities, reducing dependence on fossil fuels, and potentially supplying cogeneration facilities at the mines
  • Remote based tourism expansion in the north
  • Growth of industrial, mechanical, transportation, commercial, financial, legal and health services sector

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. KWG subsidiary Muketi Metallurgical LP is prosecuting two chromite-refining patent applications in Canada, China, India, Indonesia, Japan, Kazakhstan, South Africa, South Korea, Turkey, and USA. The filings have been receipted in each of those jurisdictions.

Shares issued and outstanding: 961,320,281

KWG Resources Inc.
Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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KWG and China Railway FSDI Ink Strategic Cooperation Agreement – FSDI to Complete Conditional Bankable Feasibility Study $KWG.ca

Posted by AGORACOM-JC at 1:05 PM on Monday, August 22nd, 2016

Kwglarge

  • Entered a Framework Strategic Cooperation Agreement with China Railway First Survey & Design Institute Group Co., Ltd.
  • parties have also executed a Conditional Bankable Feasibility Study Consultation Service Agreement
  • Agreed on the deliverables and timetable for FSDI to complete a Conditional Bankable Feasibility Study on a railroad from the mineral properties in Ontario’s Ring of Fire to a junction with the CN Railroad at Exton, Ontario

TORONTO, ONTARIO–(Aug. 22, 2016) – KWG Resources Inc. (CSE:KWG)(FRANKFURT:KW6) (“KWG“) announces that it has entered a Framework Strategic Cooperation Agreement with China Railway First Survey & Design Institute Group Co., Ltd. (“FSDI”). Pursuant to the Strategic Cooperation Agreement, the parties have also executed a Conditional Bankable Feasibility Study Consultation Service Agreement (“BFSCS”). Under terms of the BFSCS the parties have agreed on the deliverables and timetable for FSDI to complete a Conditional Bankable Feasibility Study on a railroad from the mineral properties in Ontario’s Ring of Fire to a junction with the CN Railroad at Exton, Ontario.

The Study will include:

  • Traffic volume estimates
  • Corridor Alignment identification
  • Transportation/Operating plan
  • Geological analysis
  • Track design parameters and recommended design
  • Subgrade design parameters and recommended design
  • Bridge and culvert design parameters and recommended design
  • Yard and siding design parameters and recommended design
  • Analytical study of land use evaluation
  • Rolling stock evaluation
  • Water supply and drainage design
  • Telecommunication functional design and specification
  • Signalling system functional design and specification
  • Electrical power supply design and specification
  • Building functional specification and design
  • Construction schedule
  • Detailed CAPEX
  • Financial and economic analysis and financing strategy
  • Environmental Impact assessment and mitigation plan

Plans, Maps, Profiles and Sections to be included also:

  • Recommended Corridors and Preferred Alignment Plan
  • Recommended Corridors and Preferred Alignment Profile
  • Geographical Location Map of Preferred Corridor
  • Locomotive Routing Diagram
  • Geological Map of Project Area
  • Detailed Geological Map
  • Geologic Profile of Preferred Alignment
  • Key Bridge Location Plan
  • Key Bridge Site Plan
  • Comparison Drawing of Bridge Designs
  • Geologic Profile for Key Bridge Sites
  • Junction, Loading and Unloading Yard Layouts
  • Communication Network Map
  • General Layout of Signalling Equipment
  • Sketch of Existing Signalling Equipment at Junction and Rebuilding Plan
  • Power Supply Diagram for entire project
  • Remote Controlled Devices Electrical System Layout
  • Mechanical and Electrical Equipment Monitoring System Layout
  • Linear Construction Schedule Diagram

The BFSCS contemplates that the Conditional Bankable Feasibility Study will be completed by the end of 2016.

Marten Falls and Webequie First Nations Partnership:

As the various studies and plans are completed they will be shared with the Chiefs of the Marten Falls and Webequie First Nations for dissemination within their communities to facilitate consideration of KWG’s proposal to create an equal partnership with them in the integrated mining and transportation operations.

Ring of Fire Area Chromite Resources:

The Conditional Bankable Feasibility Study is not a “feasibility study” as defined by CIM Definition Standards (per NI 43-101 Standards of Disclosure for Mineral Projects) and is not intended to establish the technical and economic feasibility of the chromite projects. The traffic volume and economic studies will take account of the various defined chromite resources documented in the area by all mineral claim owners.

CANARAIL Agency:

KWG has engaged CANARAIL Consultants Inc. to provide the specialized professional services and data that will be required of KWG as the client of FSDI. CANARAIL will provide current materials and services pricing in Canada together with design advice and assistance in complying with local environmental, social and other applicable standards to facilitate and expedite completion of the feasibility study.

Golden Share Agency:

The Agreements were facilitated by Golden Share Mining Corporation (TSX VENTURE:GSH), KWG’s agent in China, which will be issued 500,000 shares of KWG to compensate it for the value of and in lieu of costs incurred since January of this year in the course of the agency.

About FSDI:

Established in 1953, China Railway First Survey & Design Institute Group Co., Ltd. (“FSDI”) holds 26 national Grade-A complex qualification certificates for engineering survey, design, supervision and consultation.

Over the past 60 years since establishment, FSDI has led the design and construction of over 48,000 km of railways represented by western China’s railway network, and undertaken over 5,000 km of high-speed railways which have been in operation or are under construction in China.

FSDI has undertaken rail transit projects in over 30 cities of China, fully covering the whole process or industrial chain of planning, design, consultation, supervision, EPC and general property development of means of transport such as subway, light rail and tramcar. It has also undertaken railway, highway and subway consultation and design projects measuring a total of over 2,000 kilometers in over 40 countries.

FSDI’s complete survey & design technologies have been up to domestic or world advanced standards in fields such as mountain railways, plateau permafrost railways, desert railways, electrified railways, super long tunnels, large railway hubs or marshalling stations, wireless train control, command scheduling systems, and large interchange engineering.

About CANARAIL:

Founded in 1991 and based in Montreal (QC), CANARAIL is a Quebec-based rail consulting and engineering firm that specializes in mining, heavy haul freight, and urban domains. CANARAIL is known for its expertise in feasibility studies, consulting, detailed design, and the supervision of construction of major projects across all components of a railway project: infrastructure, rolling stock, systems, operations, etc. Over the last 25 years, CANARAIL has participated in over 800 projects in Canada, the Middle East, Asia, Africa, North America, Australia, Europe, and Latin America (see: www.canarail.com). Among its accomplishments:

  • Eastern Canada: Feasibility Study for a 330km multi-user mining railway in Northern Quebec (Plan Nord)
  • Western Canada: Refurbishing of the GoldLeaf cars of the Rocky Mountaineer fleet
  • Saudi Arabia: Feasibility study, engineering and supervision of the construction of a new 2400 km rail link: North South Railway
  • Afghanistan: Feasibility study for a new 600 km rail link in the northern part of Afghanistan
  • East Africa: Feasibility study for the improvement of the accessibility of rail services in Rwanda, Burundi and Tanzania
  • Bangladesh: Feasibility study of seven different railway projects to improve the Trans-Asia connectivity

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. KWG subsidiary Muketi Metallurgical LP is prosecuting two chromite-refining patent applications in Canada, China, India, Indonesia, Japan, Kazakhstan, South Africa, South Korea, Turkey, and USA. The filings have been receipted in each of those jurisdictions.

Cautionary Note Regarding Forward‐Looking Statements: This Press Release contains or refers to “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. All information, other than information regarding historical fact that addresses activities, events or developments that KWG believes, expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information contained in this Press Release is subject to a number of risks and uncertainties that may cause the actual results of KWG to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, KWG. Should one or more of these risks and uncertainties, such as: the Conditional Bankable Feasibility Study on a railroad from the mineral properties in Ontario’s Ring of Fire to a junction with the CN Railroad at Exton, Ontario not being completed by China Railway First Survey & Design Institute Group Co., Ltd.; the actual results of current exploration programs; risks normally incidental to exploration and development of mineral properties; the uncertainty of mineral resources estimates; uncertainties in the interpretation of drill results; the possibility that future exploration, development or mining results will not be consistent with expectations; the grade and recovery of ore varying from estimates; the general risks associated with the mining industry; adverse changes in commodity prices; currency and interest rate fluctuations; increased competition and general economic and market factors occur, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward‐ looking statements, except as required by law. Shareholders are cautioned not to put undue reliance on such forward‐looking statements.

Shares issued and outstanding: 961,320,281

KWG Resources Inc.
Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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KWG Shareholders Approve Multi-Voting Share $KWG.ca

Posted by AGORACOM-JC at 1:23 PM on Thursday, August 18th, 2016

Kwglarge

  • Reconvened to vote on a Special Resolution seeking authority to create (by conversion of common shares for holders electing to do so) multiple voting shares re-convertible into their constituent common shares
  • When the adjourned meeting was reconvened this morning 401 million shares were represented by proxy and 363 million of these were instructed to vote in favour of the Special Resolution. The holders of 115 million shares attended the meeting and voted in favour of the Special Resolution.

TORONTO, ONTARIO–(Aug. 18, 2016) – The shareholders of KWG Resources Inc. (CSE:KWG)(FRANKFURT:KW6) (“KWG”) concluded their Annual and Special General Meeting this morning when it was reconvened to vote on a Special Resolution seeking authority to create (by conversion of common shares for holders electing to do so) multiple voting shares re-convertible into their constituent common shares.

The meeting had been adjourned on July 21, 2016 prior to a vote on the resolution as only some 60% of the votes available to be cast at the meeting were then in favour. Of KWG’s 961 million outstanding shares, proxies for a total of 501 million shares were voted at that meeting and proxies representing 200 million shares were then instructed to be voted against the Special Resolution. The Company reported that its two largest shareholders, voting some 36% of the shares represented in person or by proxy at the meeting, had provided proxies that opposed the initiative which was overwhelmingly supported by the majority of KWG’s numerous individual shareholders. In the result, only some 60% of the votes available to be cast at the meeting were in favour and the meeting was adjourned without the Special Resolution having been put to a vote.

When the adjourned meeting was reconvened this morning 401 million shares were represented by proxy and 363 million of these were instructed to vote in favour of the Special Resolution. The holders of 115 million shares attended the meeting and voted in favour of the Special Resolution.

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. KWG subsidiary Muketi Metallurgical LP is prosecuting two chromite-refining patent applications in Canada, China, India, Indonesia, Japan, Kazakhstan, South Africa, South Korea, Turkey, and USA. The filings have been receipted in each of those jurisdictions.

Shares issued and outstanding: 961,320,281

Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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KWG Retains CANARAIL $KWG.ca

Posted by AGORACOM-JC at 10:36 AM on Wednesday, July 27th, 2016

Kwglarge

  • Engaged CANARAIL Consultants Inc.
  • Providing specialized services and data that will be required of KWG for completion of a rail feasibility study for the Ring of Fire project

TORONTO, ONTARIO–(July 27, 2016) – KWG Resources Inc. (CSE:KWG)(FRANKFURT:KW6) (“KWG”) is pleased to announce that it has engaged CANARAIL Consultants Inc. to provide the specialized professional services and data that will be required of KWG as the client, for the completion of a rail feasibility study for the Ring of Fire project proposed by China Railway First Survey & Design Institute Group Co. Ltd. (‘FSDI’) as the contractor.

“CANARAIL benefits from the unique expertise that it has gained in providing similar services to other mining interests either here in Canada or abroad”, said KWG President Frank Smeenk. “CANARAIL’s knowledge of current materials and services pricing in Canada plus what it takes to design and build a mining railway while complying with local environmental, social and other applicable standards will prove to be of great assistance in facilitating and expediting completion of the feasibility study proposed by FSDI.”

About CANARAIL:

Founded in 1991 and based in Montreal (QC), CANARAIL is a Quebec-based rail consulting and engineering firm that specializes in mining, heavy haul freight, and urban domains. CANARAIL is known for its expertise in feasibility studies, consulting, detailed design, and the supervision of construction of major projects across all components of a railway project: infrastructure, rolling stock, systems, operations, etc. Over the last 25 years, CANARAIL has participated in over 800 projects in Canada, the Middle East, Asia, Africa, North America, Australia, Europe, and Latin America (see: www.canarail.com). Among its accomplishments:

  • Eastern Canada: Feasibility Study for a 330km multi-user mining railway in Northern Quebec (Plan Nord)
  • Western Canada: Refurbishing of the GoldLeaf cars of the Rocky Mountaineer fleet
  • Saudi Arabia: Feasibility study, engineering and supervision of the construction of a new 2400 km rail link: North South Railway
  • Afghanistan: Feasibility study for a new 600 km rail link in the northern part of Afghanistan
  • East Africa: Feasibility study for the improvement of the accessibility of rail services in Rwanda, Burundi and Tanzania
  • Bangladesh: Feasibility study of seven different railway projects to improve the Trans-Asia connectivity

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. KWG subsidiary Muketi Metallurgical LP is prosecuting two chromite-refining patent applications in Canada, China, India, Indonesia, Japan, Kazakhstan, South Africa, South Korea, Turkey, and USA. The filings have been receipted in each of those jurisdictions.

Shares issued and outstanding: 961,320,281

KWG Resources Inc.
Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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KWG AGM to Reconvene August 18, 2016; Blogger’s Social Media Claims Groundless $KWG.ca

Posted by AGORACOM-JC at 10:24 AM on Monday, July 25th, 2016

Kwglarge

  • Company’s management continues to seek proxies to be voted in favour of a Special Resolution when the meeting reconvenes

TORONTO, ONTARIO–(July 25, 2016) – KWG Resources Inc. (CSE:KWG)(FRANKFURT:KW6) (“KWG”) has fixed the date for the reconvening of its shareholders meeting which was adjourned last Thursday.

Adjourned Annual Meeting to reconvene Thursday August 18th

KWG announces that the Annual and Special General Meeting of its shareholders which was adjourned last Thursday, July 21st, 2016, will reconvene at the same venue: Norton Rose Fulbright Canada LLP, Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, M5J 2Z4 at 11:00 o’clock Thursday morning, August 18th, 2016. The Company’s management continues to seek proxies to be voted in favour of a Special Resolution when the meeting reconvenes.

The Company’s two largest shareholders held the majority of 200 million shares voted against the resolution, while most of KWG’s numerous individual shareholders have thus far voted 315 million shares in favour. Management will seek to change voting instructions on existing proxies from being cast against to being voted in favour of the Special Resolution. Management will also seek additional proxies from those shareholders who have not yet voted to secure additional votes in favour of the Special Resolution, all in order to have the Special Resolution passed with a two-thirds majority, if possible. That would provide authority to create (by conversion of common shares for holders electing to do so) multiple voting shares exchangeable back and forth at any time and from time to time with common shares, by an amendment to the Company’s articles of incorporation, if necessary. The amendment of the articles of incorporation may not be necessary if other listing mechanisms or derivatives can be used instead. In that event, the demonstration of support by the majority of shareholders would prove compelling.

Breach of Confidentiality by ‘Goodheart’

Claims published by the blogger ‘Goodheart-r’ to the effect that KWG is in possession of material information that has not been timely disclosed, have no basis in fact.

To facilitate a comprehensive reconnaissance due diligence visit by eight professional railroad engineers employed by China Railway First Survey & Design Institute Group Company, Ltd. (‘FSDI”) in late April, KWG engaged the services of five individual professional translators who each were retained to accompany the group separately in various parts of the trip. One of these was able to provide translation services for us for meetings in Toronto, North Bay and Montreal because her spouse was available to drive her to these locations so as to be able to connect with the group upon their arrival. While she has maintained the confidentiality of these engagements, he has not and it appears his motives were in fact to try to obtain inside information with which to enhance his stature and currency in his social media circles. However, the suggestions he has published about what KWG and FSDI have agreed to are untrue and a source of regret and embarrassment for KWG and its management.

There has been ongoing communication between the parties since the reconnaissance trip, under the aegis of the Memorandum of Understanding signed by FSDI and KWG and announced on January 19th, 2016. Should the continuing communications and negotiations culminate into one or more additional agreements to supersede the Memorandum of Understanding, the parties will make timely disclosure of such material information at such time. Neither the translator nor her spouse has been a party to any of these subsequent and substantive communications.

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. KWG subsidiary Muketi Metallurgical LP is prosecuting two chromite-refining patent applications in Canada, China, India, Indonesia, Japan, Kazakhstan, South Africa, South Korea, Turkey, and USA. The filings have been receipted in each of those jurisdictions.

Shares issued and outstanding: 961,320,281

KWG Resources Inc.
Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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KWG Proposes Partnership With Webequie & Marten Falls $KWG.ca

Posted by AGORACOM-JC at 4:08 PM on Thursday, June 2nd, 2016

Kwglarge

  • Discussed with the Chiefs of the Webequie and Marten Falls First Nations an outline of principal terms for the possible creation of an equal partnership through which to undertake the development and exploitation of mineral deposits in the Ring of Fire

TORONTO, ONTARIO–(June 2, 2016) – In meetings this week KWG Resources Inc. (CSE:KWG)(FRANKFURT:KW6) (“KWG”) has discussed with the Chiefs of the Webequie and Marten Falls First Nations an outline of principal terms for the possible creation of an equal partnership through which to undertake the development and exploitation of mineral deposits in the Ring of Fire.

“A little more than a year ago now, we welcomed the Webequie and Marten Falls First Nations joining forces to act together in concluding a ‘Negotiation Protocol Respecting Early Exploration in the Ring of Fire,'” said KWG President Frank Smeenk. “The railroad feasibility study that China Railway FSDI proposes to undertake for us is based on the railroad being part of the large-volume underground chromite mining operations being envisaged to supply a gas reduction processing facility where the chromite would be upgraded to ferrochrome. Those mining and transportation capital assets will be largely located within the traditional territories of Webequie and Marten Falls.

“As we seek offtake terms for this potential new ferrochrome supply, it is crucial that such terms include a floor price which insures these large-volume operations, once begun, can continue without interruption for the many decades possible. To guarantee this we have proposed to transfer our mining claims into a limited partnership provided that Webequie and Marten Falls make an investment into the limited partnership equal to KWG’s. We have offered to provide them with a non-recourse loan of $40 million to facilitate this.

“The shares of the General Partner managing the limited partnership would be equally held by KWG as to half, and Webequie and Marten Falls jointly, as to the other half. Both shareholders would appoint an equal number of Directors but the Chairman of the Board would be a KWG nominee.”

Webequie Chief Cornelius Wabasse and Bruce Achneepineskum, Chief Marten Falls FN, have undertaken to study the proposal with their respective councils. The parties have also agreed to discuss at a later date the opportunities for equity participation in KWG subsidiary Muketi Metallurgical LP, which is prosecuting two chromite-refining patent applications in Canada, China, India, Indonesia, Japan, Kazakhstan, South Africa, South Korea, Turkey, and USA.

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. The Company is prosecuting patent applications for both the direct reduction method and for a method of producing high purity chromium metal by continuous smelting.

Cautionary Note Regarding Forward‐Looking Statements: This Press Release contains or refers to “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. All information, other than information regarding historical fact that addresses activities, events or developments that KWG believes, expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information contained in this Press Release is subject to a number of risks and uncertainties that may cause the actual results of KWG to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, KWG. Should one or more of these risks and uncertainties, such as: The proposed partnership with Webequie and Marten Falls First nations not materializing; the feasibility study by China Railway FSDI not being undertaken; any offtake agreement not being concluded or negotiated; the actual results of current exploration programs; risks normally incidental to exploration and development of mineral properties; the uncertainty of mineral resources estimates; uncertainties in the interpretation of drill results; the possibility that future exploration, development or mining results will not be consistent with expectations; the grade and recovery of ore varying from estimates; the general risks associated with the mining industry; adverse changes in commodity prices; currency and interest rate fluctuations; increased competition and general economic and market factors occur, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward‐ looking statements, except as required by law. Shareholders are cautioned not to put undue reliance on such forward‐looking statements.

Shares issued and outstanding: 960,868,218

KWG Resources Inc.
Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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KWG Granted Waiver of Minimum Listing Price for Proposed Private Placement of Convertible Debentures

Posted by AGORACOM-JC at 10:12 AM on Wednesday, February 17th, 2016

Kwglarge

  • Canadian Securities Exchange (“CSE”) has granted it a waiver of the minimum price requirement for the listing of new treasury shares that may be issued under the terms of a proposed private placement
  • Contemplated private placement terms are for an issue of convertible debentures which may be converted into treasury units of KWG under certain circumstances. KWG has received permission from CSE to fix the conversion price of such units at $0.02 each, where each unit would be comprised of one new common share issued from treasury, plus one warrant.

TORONTO, ONTARIO–(Feb. 17, 2016) – KWG Resources Inc. (CSE:KWG) (FRANKFURT:KW6) (“KWG”) advises that the Canadian Securities Exchange (“CSE”) has granted it a waiver of the minimum price requirement for the listing of new treasury shares that may be issued under the terms of a proposed private placement. The contemplated private placement terms are for an issue of convertible debentures which may be converted into treasury units of KWG under certain circumstances. KWG has received permission from CSE to fix the conversion price of such units at $0.02 each, where each unit would be comprised of one new common share issued from treasury, plus one warrant. Each warrant may be exercised to acquire one further new common share from treasury upon payment of $0.05 at any time within five years from the issue of the debenture.

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. The Company is prosecuting patent applications for both the direct reduction method and for a method of producing high purity chromium metal by continuous smelting.

Shares issued and outstanding: 871,418,968

Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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KWG and China Railway First Survey & Design Institute Group Co., Ltd. Sign MOU

Posted by AGORACOM-JC at 10:06 AM on Tuesday, January 19th, 2016

  • Signed a Memorandum of Understanding today setting out the terms for mutually proceeding with a feasibility study for the design and financing of a railroad
  • Parties have agreed that a delegation of FSDI professionals will travel to Ontario for initial consultations prior to mid-March 2016
  • Memorandum of Understanding was facilitated by Golden Share Mining Corporation (TSX VENTURE:GSH), KWG’s agent in China

XI’AN SHAANXI, CHINA–(Jan. 19, 2016) – KWG Resources Inc. (CSE:KWG) (FRANKFURT:KW6) (“KWG”) and China Railway First Survey & Design Institute Group Co., Ltd. (“FSDI”) have signed a Memorandum of Understanding today setting out the terms for mutually proceeding with a feasibility study for the design and financing of a railroad. The parties have agreed that a delegation of FSDI professionals will travel to Ontario for initial consultations prior to mid-March 2016. The Memorandum of Understanding was facilitated by Golden Share Mining Corporation (TSX VENTURE:GSH), KWG’s agent in China.

KWG has engaged Intercedent Limited, of China and Canada, to advise globally on the transaction.

The right-of-way staked and assessed by KWG subsidiary Canada Chrome Corporation will provide the alignment for the route. The First Nations whose traditional territories are traversed by the route will first be consulted to insure that their interests are accommodated, prior to further definitive agreements being undertaken by the parties.

About FSDI:

Established in 1953, China Railway First Survey & Design Institute Group Co., Ltd. (“FSDI”) holds 26 national Grade-A complex qualification certificates for engineering survey, design, supervision and consultation.

Over the past 60 years since establishment, FSDI has led the design and construction of over 48,000 km of railways represented by western China’s railway network, and undertaken over 5,000 km of high-speed railways which have been in operation or are under construction in China.

FSDI has undertaken rail transit projects in over 30 cities of China, fully covering the whole process or industrial chain of planning, design, consultation, supervision, EPC and general property development of means of transport such as subway, light rail and tramcar. It has also undertaken railway, highway and subway consultation and design projects measuring a total of over 2,000 kilometers in over 40 countries.

FSDI’s complete survey & design technologies have been up to domestic or world advanced standards in fields such as mountain railways, plateau permafrost railways, desert railways, electrified railways, super long tunnels, large railway hubs or marshalling stations, wireless train control, command scheduling systems, and large interchange engineering.

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. The Company is prosecuting patent applications for both the direct reduction method and for a method of producing high purity chromium metal by continuous smelting.

Shares issued and outstanding: 871,418,968

Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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China Railway FSDI Signs KWG Standstill Agreement

Posted by AGORACOM-JC at 9:53 AM on Tuesday, November 24th, 2015

  • Signed a Confidentiality and Non-Disclosure Agreement arranged by Golden Share Mining Corporation (TSX VENTRUE:GSH) (“GSH”)
  • Includes a three-year standstill provision, to enable the scoping and engineering data of KWG subsidiary Canada Chrome Corporation (“CCC”) to be made available for examination and analysis by FSDI

TORONTO, ONTARIO–(Nov. 24, 2015) – KWG Resources Inc. (CSE:KWG) (“KWG”) and China Railway First Survey & Design Institute Group Co., Ltd. (“FSDI”) have signed a Confidentiality and Non-Disclosure Agreement arranged by Golden Share Mining Corporation (TSX VENTRUE:GSH) (“GSH”), which includes a three-year standstill provision, to enable the scoping and engineering data of KWG subsidiary Canada Chrome Corporation (“CCC”) to be made available for examination and analysis by FSDI. The parties intend to explore the possibility of a negotiated transaction between them for FSDI to undertake a feasibility study for KWG on all aspects of the construction of a Ring of Fire transportation corridor and railroad, including terms for construction financing facilities. FSDI has begun its review of the CCC data and advises that it will deliver a proposal to the parties as soon as possible in preparation for discussions in early 2016.

To advance the ongoing anticipated negotiations, CCC has engaged GSH as its representative and advocate in China. GSH is indirectly controlled by the Beijing Institute of Geology for Mineral Resources, a Chinese State Owned Enterprise. As a completion incentive, CCC will grant to GSH a finder’s fee for capital expenditures made by FSDI and its affiliates and associates for any transportation assets with which the CCC lands are improved, of 1% of all construction expenditures, payable on substantial completion of construction and thereafter a royalty on revenues generated by such transportation assets of 1.5% of freight revenues, payable quarterly.

To secure access to its mineral interests in the Ring of Fire, in 2010 CCC staked mineral claims along a 340 kilometre long route covering a series of sand ridges. These claims traverse the traditional territories of the Aroland and Marten Falls First Nations who accordingly have a keen interest in development of any transportation corridor along that alignment. The interests of these two First Nations and their Matawa Tribal Council neighbours must be accommodated for any construction to proceed and are expected to be negotiated as part of the feasibility study process.

About FSDI:

Established in 1953, China Railway First Survey & Design Institute Group Co., Ltd. (“FSDI”) holds 26 national Grade-A complex qualification certificates for engineering survey, design, supervision and consultation.

Over the past 60 years since establishment, FSDI has led the design and construction of over 48,000 km of railways represented by western China’s railway network, and undertaken over 5,000 km of high-speed railways which have been in operation or are under construction in China.

FSDI has undertaken rail transit projects in over 30 cities of China, fully covering the whole process or industrial chain of planning, design, consultation, supervision, EPC and general property development of means of transport such as subway, light rail and tramcar. It has also undertaken railway, highway and subway consultation and design projects measuring a total of over 2,000 kilometers in over 40 countries.

FSDI’s complete survey & design technologies have been up to domestic or world advanced standards in fields such as mountain railways, plateau permafrost railways, desert railways, electrified railways, super long tunnels, large railway hubs or marshalling stations, wireless train control, command scheduling systems, and large interchange engineering.

About KWG:

KWG has a 30% interest in the Big Daddy chromite deposit and the right to earn 80% of the Black Horse chromite where resources are being defined. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired patent interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. The company has determined that the reduction method can be employed to metalize finely ground chromite which could also be recovered from slurry delivered to Aroland in an underground pipeline constructed within the CCC claims.

Cautionary Note Regarding Forward‐Looking Statements: This Press Release contains or refers to “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. All information, other than information regarding historical fact that addresses activities, events or developments that KWG believes, expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information contained in this Press Release is subject to a number of risks and uncertainties that may cause the actual results of KWG to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, KWG. Should one or more of these risks and uncertainties occur, such as: the parties failing to explore the possibility of a negotiated transaction between them for FSDI to undertake a feasibility study for KWG on all aspects of the construction of a Ring of Fire transportation corridor and railroad, including terms for construction financing facilities; the actual results of current exploration programs; risks normally incidental to exploration and development of mineral properties; the uncertainty of mineral resources estimates; uncertainties in the interpretation of drill results; the possibility that future exploration, development or mining results will not be consistent with expectations; the grade and recovery of ore varying from estimates; the general risks associated with the mining industry; adverse changes in commodity prices; currency and interest rate fluctuations; increased competition and general economic and market factors, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward‐ looking statements, except as required by law. Shareholders are cautioned not to put undue reliance on such forward‐looking statements.

Shares issued and outstanding: 845,147,718

KWG Resources Inc.
Bruce Hodgman
Vice-President
416-642-3575
[email protected]

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