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Published on 12/30/2011 in the Prospect News PIPE Daily.

KWG Resources seals C$1.75 million of C$2 million placement of units

Flow-through shares to be donated to United Way in charitable offering

By Devika Patel

Knoxville, Tenn., Dec. 30 - KWG Resources Inc. said it raised C$1.75 million in the first tranche of a C$2 million non-brokered private placement of units. The deal priced Dec. 21.

The company is selling units of one flow-through common share and one half-share warrant at C$0.10 per unit. It sold 17.5 million units in the first tranche.

Each whole warrant will be exercisable at C$0.12 for 30 months. The strike price reflects a 33.33% premium to the Dec. 20 closing share price of C$0.09.

"KWG will complete a private placement of flow-through shares to fund its half of the current drilling program at the Big Daddy deposit being conducted by Cliffs Natural Resources," Chief Theresa Okimaw-Hall, the executive director of KWG's transportation subsidiary, Canada Chrome Corp., said in a press release at pricing.

"The purchasers of the flow-through shares will then donate the shares to the United Way of Thunder Bay. The funds derived from their sale, through a working agreement with KWG Resources and the Wasaya Group/Wasaya Wee-Chee-Way-Win Inc. will then be made available for the acquisition, furnishing and maintenance of residences for students attending the Dennis Franklin Cromarty High School."

"This is a very practical use of the 'donation flow-through' concept, and demonstrates a most unique way in which exploration spending in our traditional lands may generate a ripple effect that has direct and immediate consequences for our young people. Just imagine what might be done with perhaps C$800 million of flow-through expenditures that our proposed Ring of Fire Railroad could generate."

"Wasaya Group Inc. president and chief executive officer Tom Kamenawatamin had been asked by a group of the high school's students for help in finding a way for them to live together rather than being billeted throughout a frighteningly unfamiliar city. These young people, coming from the remote communities that are the owners of Wasaya and the other remote communities serviced by Wasaya, explained how traumatic the transition is for most of them, who also live with the past untimely deaths of so many of their number who arrived here before them.

"In discussions between the Wasaya Group chief executive officerand KWG's chief executive officer, this plan was developed to utilize the incentives available in Canada's taxation laws. I am also delighted to report that KWG's chairman, and its chief executive officer, and its vice president of exploration and development, have together guaranteed the first 10% of the donations."

Based in Montreal, KWG explores for diamonds and base and precious metals.

Issuer:KWG Resources Inc.
Issue:Units of one flow-through common share and one half-share warrant
Amount:C$2 million
Price:C$0.10
Warrants:One half-share warrant per unit
Warrant expiration:30 months
Warrant strike price:C$0.12
Agent:Non-brokered
Pricing date:Dec. 21
Settlement date:Dec. 30 (for C$1.75 million)
Stock symbol:TSX Venture: KWG
Stock price:C$0.09 at close Dec. 21
Market capitalization:C$56.95 million

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