Toronto, Ontario--(Newsfile Corp. - August 8, 2024) - Vince McCormick (the "Acquiror") is pleased to announce the acquisition on August 2, 2024 of ownership of an aggregate of (i) an aggregate of $705,000 of convertible debentures (the "Debentures") of KWG Resources Inc. (the "Issuer"), (ii) 147,707 Multiple Voting Shares of the Issuer (each, a "Multiple Voting Share"); (ii) 147,707 Warrants of the Issuer (each, a "Warrant") pursuant to a private placement (the "Private Placement") completed by KWG Resources Inc. (see the Issuer's news release dated August 2, 2024 for the terms of the Private Placement). The Debentures are convertible into an aggregate of 587,500 Units comprised of 587,500 Multiple Voting Shares and 587,500 Warrants or an aggregate of 1,175,000 Multiple Voting Shares calculated on the basis of the conversion of the principal of the Acquiror's Debentures into Multiple Voting Shares and Warrants and the exercise of all such Warrants.

Prior to acquiring the Debentures, the Acquiror owned: (i) 42,851,932 Subordinate Voting Shares of the Issuer (each, a "Subordinate Voting Share") and 1,740,266 Multiple Voting Shares (or an aggregate of 2,168,785 Multiple Voting Shares calculated on the basis of conversion of all of the Acquiror's Subordinate Voting Shares into Multiple Voting Shares on a ratio of 100:1) representing approximately 9.97% of the issued and outstanding Multiple Voting Shares (calculated on the basis of conversion of all outstanding Subordinate Voting Shares of the Issuer into Multiple Voting Shares on a ratio of 100:1); (ii) 1,733,223 Multiple Voting Share purchase warrants that, if exercised, would have represented approximately 7.38% of the issued and outstanding Multiple Voting Shares (calculated on a partially diluted basis assuming that all such warrants held by the Acquiror are exercised and assuming the conversion of all outstanding Subordinate Voting Shares into Multiple Voting Shares on a ratio of 100:1); and (iii) 100,000 options to purchase Multiple Voting Shares that, if exercised, would have represented approximately 0.46% of the issued and outstanding Multiple Voting Shares (calculated on a partially diluted basis assuming that all such options held by the Acquiror are exercised and assuming the conversion of all outstanding Subordinate Voting Shares of the Issuer into Multiple Voting Shares on a ratio of 100:1).

As a result of the above-noted acquisition of $705,000 of Debentures, 147,707 Multiple Voting Shares and 147,707 Warrants, the Acquiror now owns the following securities of the Issuer: (i) Debentures in the principal amount of $705,000 convertible into an aggregate of 587,500 Units comprised of 587,500 Multiple Voting Shares and 587,500 Warrants (or an aggregate of 1,175,000 Multiple Voting Shares calculated on the basis of the conversion of the principal of the Acquiror's Debentures into Multiple Voting Shares and Warrants and the exercise of all such Warrants) representing approximately 4.66% of the issued and outstanding Multiple Voting Shares (calculated on a partially diluted basis assuming that the principal of the Debentures owned by the Acquiror are converted into Units comprised of Multiple Voting Shares and Warrants, all such Warrants issued to the Acquiror are exercised, and all Options and Warrants held by the Acquiror are exercised and assuming the conversion of all outstanding Subordinate Voting Shares into Multiple Voting Shares on a ratio of 100:1 (the "Partially Diluted Basis")); (ii) 42,851,932 Subordinate Voting Shares and 1,887,973 Multiple Voting Shares (or an aggregate of 2,316,492 Multiple Voting Shares calculated on the basis of conversion of all of the Acquiror's Subordinate Voting Shares into Multiple Voting Shares on a ratio of 100:1) representing approximately 10.51% of the issued and outstanding Multiple Voting Shares (calculated on the basis of conversion of all outstanding Subordinate Voting Shares of the Issuer into Multiple Voting Shares on a ratio of 100:1) or 9.19% of the issued and outstanding Multiple Voting Shares (calculated on the Partially Diluted Basis); (iii) 1,880,930 Multiple Voting Share purchase warrants that, if exercised, would represent approximately 7.47% of the issued and outstanding Multiple Voting Shares (calculated on the Partially Diluted Basis); and (iv) 100,000 options to purchase Multiple Voting Shares that, if exercised, would represent approximately 0.40% of the issued and outstanding Subordinate Voting Shares (calculated on the Partially Diluted Basis).

The Acquiror acquired the securities of the Issuer for investment purposes and has no present intention of acquiring additional securities of the Issuer (other than with respect to the possible exercise of some or all of the Warrants or Options or the conversion of the principal of the Debentures or the receipt of interest on the Debentures if paid by the issuance of Multiple Voting Shares and Warrants). Depending upon the Acquiror's evaluation of the business, prospects and financial condition of the Issuer, the market for the Issuer's securities, general economic and tax conditions and other factors, the Acquiror may acquire more or sell some or all of the Acquiror's securities of the Issuer.

Cautionary Statements

This news release contains forward-looking information. All information, other than statements of historical fact, that address activities, events or developments that the Acquiror believes, expects or anticipates will or may occur in the future are forward-looking statements, including statements regarding the trading in securities and strategic initiatives. This forward-looking information is subject to a variety of risks and uncertainties beyond their ability to control or predict and which may cause actual events or results to differ materially from those described in such forward-looking information. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Acquiror disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Acquiror believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and, accordingly, undue reliance should not be placed on this forward-looking information due to the inherent uncertainty thereof.

Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

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