KWG Announces Delay in Filing under COVID-19 Duress, Seeks Approval for Issue of $3 Million of Convertible Debentures

KWG ANNOUNCES DELAY IN FILING UNDER COVID-19 DURESS

SEEKS APPROVAL FOR ISSUE OF $3 MILLION OF CONVERTIBLE DEBENTURES

Toronto, Canada, April 28, 2020 – KWG Resources Inc. (CSE: KWG; KWG.A) (FRANKFURT:

KW6) (“KWG” or the “Company”) announces that due to circumstances created by the COVID-19

pandemic, the Ontario Securities Commission and other members of the Canadian Securities

Administrators granted “Issuers” in the Canadian securities industry up to an additional 45 days,

to complete year-end statutory filings (the “Extension”). The Company does not believe that it will

be able to file its December 31, 2019 audited annual financial statements by its usual 120- day

deadline of April 29, 2020, and will be relying on the Extension. Acc ordingly, as required by the

conditions of the Extension, the Company’s management and other insiders will be subject to a

trading black-out that reflects the principles in Section 9 of National Policy 11-207 until its financial

statements are filed, which will be by June 13, 2020. Other than as previously disclosed by the

Company in news releases, including the information herein, there are no other material business

developments since the date of the Company’s most recent filing of its interim financial statements

and management discussion and analysis for its Q3 ended September 30, 2019. The Company

will be providing an update news release on the status of filing its December 31, 2019 audited

financial statements by May 29, 2020.

Listing approval sought for additional Convertible Debenture issue after filing

The Company will also seek regulatory approval for the issue after filing of the audited financial

statements, of $3 million of Convertible Debentures to be pari passu with previously -issued

debentures maturing March 31, 2021. Within that time all or part of the sum secured by the

debentures are convertible at the option of the Company into units with a deemed value of $21

per unit (each a “Unit”). Each Unit is comprised of four (4) KWG.A multiple voting shares and four

(4) multiple voting share purchase warrants, with each such warrant enabling its holder to acquire

one further KWG.A multiple voting share from treasury upon payment of $7.50 at any time within

two years from the date of its issuance. The debentures bear interest at a rate of 12% per annum,

accruing daily, compounding annually and payable at the earlier of maturity, redemption or

conversion, in KWG.A multiple voting shares from treasury at their volume- weighted average

price for the ten trading days prior to payment.

For each $35.00 principal amount of Convertible Debentures, the Debenture -holder will also

receive Delivery Warrants exchangeable on a first-come aliquot basis for one ton of warehoused

ferrochrome. The terms of the Delivery Warrants will provide that they may be tendered by their

holders to receive ferrochrome from 1% of any future ferrochrome production from the Company’s

chromite mineral interests, if and when produced. The Company intends to set a ferrochrome

delivery standard for ferrochrome after processing to be approximately 52% chrome content with

carbon of 6% – 8%, silica not exceeding 1.5% and the remaining fraction being principally iron.

The Company proposes to list the Delivery Warrants for trading on the Canadian Securities

Exchange (the “CSE”) which, if implemented, could provide a liquid market for ferrochrome price

hedging.

KWG

PRESS RELEASE NO.300

Subordinate shares issued & outstanding (CSE-KWG) 1,020,332,127

Convertible into Multiple-voting shares (300:1) equal to: 3,401,107

Multiple-voting shares issued & outstanding: 237,049

If all shares convert to Multiple-voting (CSE-KWG.A) 3,638,156

In connection with the creation of the Delivery Warrants, the Company will undertake to provide

a security interest in its chromite mineral title to back the obligation for future delivery and will also

undertake that, should production of ferrochrome ensue in future from minerals recovered from

those mineral claims, 1% of all such production will be warehoused on an ongoing basis to provide

stocks of f errochrome for delivery to warrant -holders wishing to take delivery of ferrochrome in

exchange for tender and cancellation of their corresponding Delivery Warrants.

KWG is a mineral exploration company with mineral exploration claims in the Ring of Fire area of

northwestern Ontario. The Company does not currently have any reserves (within the meaning of

National Instrument 43 -101) of chromite inasmuch as its mineral interests there are all in the

categories of measured, indicated and inferred resources and there is no assurance that the

Company will ever produce ferrochrome or chrome. KWG has a 30% joint venture interest in the

Big Daddy deposit which contains NI 43 -101 measured and indicated resources of 29.1 million

Tonnes of 31.7% chrome oxide and inferred resources of 3.4 million Tonnes of 28.1% chrome

oxide. The Company has a 50% interest in the Black Horse deposit which contains NI 43- 101

inferred resources of 85.9 million Tonnes of 34.5% chrome oxide.

About KWG:

KWG is the Operator of the Black Horse Joint Venture (‘JV’) after acquiring a vested 50% interest

through Bold Ventures Inc (‘Bold’) from Fancamp Exploration Ltd (‘Fancamp’). KWG funds all JV

exploration expenditures and Bold is carried for a 20% interest in KWG’s interest.

KWG also owns 100% of Canada Chrome Corporation which has staked claims and conducted

a surveying and soil testing program, originally for the engineering and construction of a railroad

to the Ring of Fire from Aroland, Ontario.

KWG subsequently acquired intellectual proper ty interests, including a method for the direct

reduction of chromite to metalized iron and chrome using natural gas and an accelerant. KWG

subsidiary, Muketi Metallurgical LP, has received a patent for the direct reduction method in

Canada, South Africa and Kazakhstan and is prosecuting remaining patent applications in India,

Indonesia, Japan, South Korea, Turkey and the USA. It has also received a USA patent for

production of low carbon chromium iron alloys and a corresponding Canadian patent application

is expected to issue soon.

For further information, please contact:

Bruce Hodgman, Vice-President: 416-642-3575 ~ [email protected]

Forward-Looking Statements: Information set forth in this news release may involve forward- looking statements under

applicable securities laws. The forward- looking statements contained herein are expressly qualified in their entirety by this

cautionary statement. The forward-looking statements included in this document are made as of the date of this document

and KWG disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new

information, future events or otherwise, except as expressly required by applicable securities legislation. Although

management believes that the expectations represented in such forward-looking statements are reasonable, there can be no

assurance that such expectations will prove to be correct. This news release does not constitute an offer to sell or solicitation

of an offer to buy any secur ities that may be described herein and accordingly undue reliance should not be put on such.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

CSE) accepts responsibility for the adequacy or accuracy of this news release.