KWG Resources Inc. announced a private placement to issue 1,000,000 5% convertible debentures at an issue price of CAD 3 per unit for the gross proceeds of CAD 3,000,000 on April 24, 2023.

On the same date, the company issued 5% convertible debentures for the gross proceeds of CAD 959,590 in the first tranche. The Debentures are convertible into units with a deemed value of CAD 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 annum, accruing daily, compounding annually on the date on which the first Debenture of the Series CD-2023 Debentures is issued and payable on each anniversary of the Date of First Issuance and at the Maturity Date or conversion, such payment to be made either at the Company's option, by payment in cash or by the issuance of Units at a deemed value of $3.00 per Unit. Each Unit will be comprised of one KWG.A multiple-voting share and one share purchase warrant enabling its holder to acquire one further KWG.A multiple-voting share from treasury upon payment of CAD 3 exercisable at any time on or before the earlier of the third anniversary of the Maturity Date or two business days after 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 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 Corporation paid a finder's fee of 5% of the aggregate of Debentures sourced by finders payable in Units at deemed price of CAD 3 per Unit. The Company anticipates completing a second tranche of the transaction within the next several days. All of the securities to be issued pursuant to this tranche of the Private Placement are subject to a four (4) month hold period.