KWG Resources Inc. announced a private placement to issue 5% Series Convertible Debentures due April 24, 2028 for the gross proceeds of CAD 2,000,000 and flow-through unit for the gross proceeds of CAD 5,000,000; aggregate gross proceeds of CAD 7,000,000 on December 4, 2023. The Debentures will be convertible into units with a deemed value of CAD 3.00 per Unit i.e conversion price at the holder's option at any time prior to payment in cash. The Debentures will mature on April 24, 2028 and bear interest at 5% per annum, accruing daily, compounding annually and payable on April 24 of each year 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 3.00 per Unit. On closing, subscribers will be paid a bonus in Units, equal to one Unit for each CAD 12.00 of Debentures subscribed. 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 3.00, exercisable at any time on or before the earlier of (i) December 15, 2028 or 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.

Each Flow-Through Unit will be comprised one CACR.A multiple-voting share issued as a flow-through shar and one share purchase warrant enabling its holder to acquire one further CACR.A multiple-voting share issued as a "flow-through share" upon payment of CAD 3.00, exercisable at any time on or before December 31, 2024. Flow-Through Units will be offered to subscribers at CAD 2.50 each for a minimum subscription of CAD 500,000 or such other amount as the Company may determine. The Company proposes to complete the proposed private placements in one or more tranches on or after December 15, 2023.

The Company will pay finder's fees of up to 5% of the aggregate amount of Debentures and/or Flow-Through Units 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 3.00 per Unit. All of the securities to be issued pursuant to the private placements will be subject to a four month hold period.