Canadian Chrome Company Amends Its Agreement to Acquire Board Control of Magpie Mines Which Holds Large Vanadium and Titanium Deposits in Quebec
Toronto, Ontario--(Newsfile Corp. - August 14, 2023) - KWG Resources Inc. (CSE: CACR) (CSE: CACR.A), which carries on business as The Canadian Chrome Company ("CCC", "KWG" or the "Company") (The Canadian Chrome Company is a registered business style of KWG Resources Inc.) announces that its agreement to acquire (the "Acquisition") all of the issued and outstanding special shares of The Magpie Mines Inc. ("Magpie Mines") (please see the Company's news release of July 31, 2023) has been amended to provide for the Company to set the first closing date (the "First Closing Date") on not less than thirty (30) days' notice to the Vendors, such First Closing Date to be on or before July 28, 2024. As the Company believes that the first closing may be material to the shareholders of KWG and of Magpie Mines, when the Company sets the First Closing Date the Company intends to publish advance notice at least 21 days prior to such First Closing Date.
A majority of the special shares have the right to elect a majority of the Board of Directors of Magpie Mines. As a term of the Acquisition, following the First Closing Date metallurgical researcher and advisor Fouad Kamaleddine, Ph.D., and renowned exploration pioneer Peter H. Smith, Ph.D., will continue their incumbency as the directors of Magpie Mines at the pleasure of the Company to supervise the management of the business and affairs of Magpie Mines, including with respect to the activities of the Operator or a new Operator to be appointed, on development of the four known deposits and on development of the metallurgy for recovering the ultra-high-strength strategically critical minerals hosted in the deposits. The four deposits are contained within one project located approximately 130 km north-northwest of Havre St. Pierre in the North Shore area of the St. Lawrence River in the Province of Quebec. Rio Tinto's Lac Tio Mine is in the same general area, being approximately 43 kilometers northeast of Havre St. Pierre in Quebec.
Drs. Smith and Kamaleddine (each a "Vendor") have each agreed to exchange their Magpie Mines special shares for consideration payable in two parts. Initially on the First Closing Date, KWG will pay
Each of the Vendors has also agreed to continue as a director of Magpie Mines at the pleasure of the Company. In the event that the Company does not acquire direct or indirect ownership of a majority of the common shares of Magpie Mines within one year after the First Closing Date of the Acquisition, each of the Vendors has retained the right to tender the consideration received by the Vendor on the First Closing Date back to the Company within 30 days after such one-year anniversary in exchange for his special shares of Magpie Mines.
In the event that the Company is able to complete the acquisition of all of the common shares of Magpie Mines and the
In the event that the Company does not acquire direct or indirect ownership of a majority of the common shares of Magpie Mines within five (5) years after the date of the agreement for the Acquisition and, accordingly, a Second Closing has not occurred, each of the Vendors has retained the right to tender the consideration received by the Vendor on the First Closing Date back to the Company within 30 days prior to such five-year anniversary in exchange for his special shares of Magpie Mines (each a "Put Right"). In the event that the Company has not completed a direct or indirect acquisition of a majority of the common shares of Magpie Mines prior to such five-year anniversary and the Vendors do not exercise their Put Rights, the Company will retain ownership of the special shares of Magpie Mines without having the obligation to pay the Additional Payments to the Vendors.
All of the securities to be issued pursuant to the Acquisition or the warrants are subject to a four (4) month hold period from the date of issuance of the Units.
About The Canadian Chrome Company:
KWG, which carries on business as The Canadian Chrome Company, is the owner of
For further information, please contact:
Bruce Hodgman, Vice-President: 416-642-3575 ~ info@canadachrome.com
Forward-Looking Statements: Information set forth in this news release may involve forward-looking statements under applicable securities laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and KWG disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.
Disclaimer: Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/177087