|By Marketwired .||
|May 12, 2014 08:00 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 05/12/14 -- KWG Resources Inc. (TSX VENTURE: KWG) ("KWG") is pleased to announce the completion of its agreement to acquire fifty-percent of the ownership rights in two United States provisional patent applications relating to the production of chromium iron alloys directly from chromate ore, and the production of low carbon chromium iron alloys directly from chromite concentrates (the "Chromium IP Transaction") announced on April 21, 2014. The Chromium IP Transaction includes the right to use these provisional patent applications as the basis for filing additional patent applications in the United States, Canada and elsewhere worldwide and includes a fifty-percent interest in any of the vendor's associated intellectual property (the "Chromium IP").
The parties' interests in the Chromium IP will be held through a limited partnership (the "LP") established by the vendor and KWG for purposes of completing the Chromium IP Transaction and developing and exploiting the Chromium IP. The limited partners of the LP are a wholly-owned subsidiary of KWG and a corporation beneficially owned by the vendor. The general partner of the LP, which will manage the business of the LP, is another wholly-owned subsidiary of KWG.
The vendor assigned its fifty-percent interest in the Chromium IP to the LP in exchange for 25 million units of KWG (each, a "Unit"), with each Unit comprising one common share of KWG and one common share purchase warrant of KWG exercisable at a price of $0.10 for 5 years from closing.
KWG now has the option to acquire a further 25% interest in the Chromium IP from the vendor (held through the LP) in exchange for the issuance of an additional 12.5 million Units to the vendor at any time within one year (the "First Option"). If the First Option is exercised, KWG will have an additional option to acquire the vendor's remaining 25% interest in the Chromium IP (held through the LP) in exchange for the issuance of a further 12.5 million Units to the vendor at any time within one year after the exercise of the First Option (the "Second Option"), thereby acquiring 100% of the LP.
The closing of the Chromium IP Transaction remains subject to the final acceptance of the TSX Venture Exchange.
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 Canada Chrome Corporation which has staked claims and conducted a $15 million surveying and soil testing program for the engineering and construction of a railroad to the Ring of Fire from Exton, Ontario.
Neither 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 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 actual results of current exploration programs, 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, the risk that the new method of refining chromite ore into ferrochrome by means of natural gas that is the subject of the Chromium IP Transaction does not prove efficient or economical, the scope, likelihood of grant, enforceability, infringement, freedom to operate, and commercial value relating to the patent applications to be used to support the commercialization of the Chromium IP, the grant or approval of a patent on any invention disclosed in the patent applications relating to the commercialization of the Chromium IP, and any expected benefit of commercialization relating thereto 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: 752,512,273
KWG Resources Inc.
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