What a ... piece of work!
KWG AGM to Reconvene August 18, 2016; Blogger’s Social Media Claims Groundless
25 Jul 2016 TORONTO, ONTARIO–(July 25, 2016) – KWG Resources Inc. (CSE:KWG)(FRANKFURT:KW6) (“KWG”) has fixed the date for the reconvening of its shareholders meeting which was adjourned last Thursday.
Adjourned Annual Meeting to reconvene Thursday August 18th
KWG announces that the Annual and Special General Meeting of its shareholders which was adjourned last Thursday, July 21st, 2016, will reconvene at the same venue: Norton Rose Fulbright Canada LLP, Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, M5J 2Z4 at 11:00 o’clock Thursday morning, August 18th, 2016. The Company’s management continues to seek proxies to be voted in favour of a Special Resolution when the meeting reconvenes.
The Company’s two largest shareholders held the majority of 200 million shares voted against the resolution, while most of KWG’s numerous individual shareholders have thus far voted 315 million shares in favour. Management will seek to change voting instructions on existing proxies from being cast against to being voted in favour of the Special Resolution. Management will also seek additional proxies from those shareholders who have not yet voted to secure additional votes in favour of the Special Resolution, all in order to have the Special Resolution passed with a two-thirds majority, if possible. That would provide authority to create (by conversion of common shares for holders electing to do so) multiple voting shares exchangeable back and forth at any time and from time to time with common shares, by an amendment to the Company’s articles of incorporation, if necessary. The amendment of the articles of incorporation may not be necessary if other listing mechanisms or derivatives can be used instead. In that event, the demonstration of support by the majority of shareholders would prove compelling.
Breach of Confidentiality by ‘Goodheart’
Claims published by the blogger ‘Goodheart-r’ to the effect that KWG is in possession of material information that has not been timely disclosed, have no basis in fact.
To facilitate a comprehensive reconnaissance due diligence visit by eight professional railroad engineers employed by China Railway First Survey & Design Institute Group Company, Ltd. (‘FSDI”) in late April, KWG engaged the services of five individual professional translators who each were retained to accompany the group separately in various parts of the trip. One of these was able to provide translation services for us for meetings in Toronto, North Bay and Montreal because her spouse was available to drive her to these locations so as to be able to connect with the group upon their arrival. While she has maintained the confidentiality of these engagements, he has not and it appears his motives were in fact to try to obtain inside information with which to enhance his stature and currency in his social media circles. However, the suggestions he has published about what KWG and FSDI have agreed to are untrue and a source of regret and embarrassment for KWG and its management.
There has been ongoing communication between the parties since the reconnaissance trip, under the aegis of the Memorandum of Understanding signed by FSDI and KWG and announced on January 19th, 2016. Should the continuing communications and negotiations culminate into one or more additional agreements to supersede the Memorandum of Understanding, the parties will make timely disclosure of such material information at such time. Neither the translator nor her spouse has been a party to any of these subsequent and substantive communications.