The Canadian Chrome Company Inc. (trading as CSE: CACR and on the over-the-counter market as KWGBF and KWGBF.A), formerly known as KWG Resources Inc., has closed the initial tranche of its announced non-brokered unit private placement. This closing follows the Company’s prior announcements dated March 18, 2026 and May 1, 2026. In this first tranche the Company issued an aggregate of 61,142 units at a price of $1.40 per Unit, generating gross proceeds of $85,600.
Each Unit consists of one multiple voting share and one warrant, with the warrant exercisable into one additional multiple voting share under the terms described below.
Table of Contents:
Structure and economics of the offering
Every Unit contains a multiple voting share and a warrant that allows the holder to acquire one additional multiple voting share for $1.50. The warrants are exercisable until the earlier of May 11, 2031 or two business days following completion of a Change of Control event, defined as a takeover, merger, amalgamation, arrangement or other business combination after which previous shareholders no longer hold a majority of the voting power or cannot elect a majority of directors. All securities issued under this tranche are subject to a four month hold period in accordance with applicable securities rules.
Insider participation and fee arrangements
The offering included participation by Company insiders. Collectively, insiders subscribed for 16,142 Units, representing approximately 0.10% of the Company’s issued and outstanding multiple voting shares on a partly diluted basis after closing (calculated by converting subordinate voting shares to multiple voting shares at a ratio of 100:1). Specific insider activity included Director and Officer Donald Sheldon: prior to the placement he held 349,460 multiple voting shares (1.07%), he was issued or is issuable an additional 32,284 multiple voting shares (the table in the original filing shows a related percentage of 26.40% for that issuance line), and after the tranche his total holding stands at 365,602 multiple voting shares (1.11%).
Finder’s fees and payment method
The Company paid customary finder’s fees equal to 5% of the subscription amounts for those subscribers introduced by eligible finders. These fees amounted to $3,150 and were satisfied by issuing 2,250 Units at a deemed price of $1.40 per Unit. The issuance of Units as payment means the finders received the same combination of multiple voting shares and warrants as other subscribers under the Private Placement.
Use of proceeds and regulatory considerations
Net proceeds will be applied to the Company’s business plan focused on acquiring interests in, and the exploration, evaluation and development of, large-scale chromite deposits and other base and strategic minerals. Funds will also support corporate overhead, operating costs and expenses related to this Private Placement. The Private Placement constitutes, in part, a related party transaction for purposes of MI 61-101 because insiders participated. The Company did not require a formal valuation under MI 61-101 because it is not listed on the exchanges specified by that instrument, and minority shareholder approval was not required because the fair market value of the related-party consideration does not exceed 25% of the Company’s capitalization, which the Company indicates is approximately $60 million.
Disclosure timing and rationale
Management explained that the short interval between the insiders’ subscription and the closing, the recurring involvement of insiders in prior private placements, and the limited impact on capitalization justified not issuing the related party notice 21 days prior to closing. These explanations are consistent with the Company’s view that the transaction’s size and routine nature made advance notice impractical while remaining compliant with applicable securities rules.
Corporate overview and legal notices
The Canadian Chrome Company Inc. remains an exploration-stage company with a focus on identifying, acquiring and developing sizeable chromite deposits in the Ring of Fire region, along with other base and strategic minerals. Where applicable, the Company supports the planning of transportation and electrification links needed to access remote mineral-rich areas. For additional information contact Bruce Hodgman, Vice-President, at 416-642-3575 or via email at [email protected].
The release includes customary forward-looking language. The Company cautions that statements about future plans, expectations and intentions are forward-looking statements and are qualified by the risk and uncertainty language contained in the original disclosure; the Company does not undertake to update such statements except as required by law. The Canadian Securities Exchange and its Regulation Services Provider do not accept responsibility for the adequacy or accuracy of this release. This information is not for distribution into the United States. To view the source of this press release, see the original filing at https://www.newsfilecorp.com/release/297009.
