KWG learns of new Cliffs offer, rethinks its terms
Ticker Symbol: C:KWG C:SPQ

KWG learns of new Cliffs offer, rethinks its terms

KWG Resources Inc (2) (C:KWG)
Shares Issued 589,499,206
Last Close 6/25/2010 $0.12
Monday June 28 2010 - News Release

Also Spider Resources Inc (C:SPQ) News Release

Mr. Bruce Hodgman reports

KWG CONSIDERING WHETHER CLIFFS' AMENDED OFFER RESPECTING PROPOSED COMBINATION OF KWG AND SPIDER IS A SPIDER SUPERIOR PROPOSAL

KWG Resources Inc. has received notification from Spider Resources Inc. that Cliffs Natural Resources Inc. has amended its offer in response to Spider accepting KWG's matching offer, as announced on June 25, 2010, in the joint press release of KWG and Spider, and that the board of directors of Spider has determined such amended offer to be a Spider superior proposal (as defined in the combination agreement among KWG, its wholly owned subsidiary, 7569076 Canada Inc. (KWG Subco), and Spider dated as of June 11, 2010).

KWG, in consultation with its financial adviser, Canaccord Genuity Corp., is considering whether Cliffs' amended offer is in fact a Spider Superior Proposal.

KWG has the opportunity, but not the obligation, to offer in writing to amend the terms of the Combination Agreement and the amalgamation of Spider and KWG Subco (the Amalgamation) before 12:01 a.m. on July 6, 2010. In order to enter into an agreement with respect to Cliffs' amended offer or otherwise accept, approve or recommend Cliffs' amended offer, Spider will be required to terminate the Combination Agreement and, on or prior to the date of such termination, to pay to KWG a cash payment equal to $2,300,000.

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