"The issue of treasury shares by KWG in payment for the acquisition of property other than cash is one of the transactions that is excluded from those events that trigger the Cliffs preemptive right to maintain its 19.9%."

May an issuance of shares made under section 182(1) (d) CBCA ("3-cornered amalgamation") be considered to be in payment for the acquisition of property other than cash ? Yes it can, because the Amalgamation Agreement will provide that Shares of Spider are exchanged against KWG shares which will be added to the then OS. No cash there. And property other than cash - the SPQ shares- become the possession of KWG.

As a result, Cliffs' capital value should remains unchanged (20%KWG + 3%SPQ / 2 X 1+1 = 23%). Given, obviously, that the value of both entities are the same.

But the merger process may be challenged by Cliffs, because Cliffs' voting power would be reduced by half (20%KWG + 3%SPQ / 2 = 11,5%). Cliffs can argue that the spirit of the Shareholders Agreement is violated. Rightly or wrongly, they may find a way to judiciarize the process.

But will they want to do that? Maybe they are not bothering alot about the merger, after all. It has probably been discussed many times in the last months. Maybe Neil said a big NO last April, just before the rapid drop in price of both stock... Maybe Neil decided to depart from some shares in April before announcing his withdrawal of the project... Maybe Cliffs last 13 cents move was made after a few warnings that they would have no choice than to squeeze Spider with an 'either-of-the-two' Offer...(very weird an offer from Cliffs, don't you think, kind of verbally announced, not written, non-binding, etc...). Lots of maybe here, but, what can we do else? Hoov and other work very hard digging into the blackness to find some credible infos. Lots of facts that remain hidden behind close doors.

GLTA.

BaBe.