CCC Announces Closing of the First Tranche of Private Placement of Units and Extension of Price Protection

The Canadian Chrome Company Inc., formerly known as KWG Resources Inc. (CSE: CACR,OTC:KWGBF) (CSE: CACR,OTC:KWGBF.A) ("CCC" or the "Company") is pleased to announce the closing today of the first tranche of its previously announced non-brokered unit private placement (the "Private Placement") (see the Company's news release dated December 11, 2025) by issuance of an aggregate of 524,600 units (each a "Unit") at a price of $1.50 per Unit for aggregate gross proceeds of $786,900.50. Each Unit is comprised of one (1) multiple voting share of the Company (each, a "Multiple Voting Share") and one (1) warrant of the Company (each, a "Warrant"), with each such Warrant entitling the holder to purchase one further Multiple Voting Share upon payment of $1.75 at any time on or before the earlier of (i) December 31, 2027 or (ii) two (2) business days after completion of a take-over bid or a merger, amalgamation, arrangement or other form of business combination as a result of which the shareholders of the Company immediately prior to such bid or business combination do not own a majority of votes attaching to the voting securities of the Company or of the resulting issuer or do not have the power to elect a majority of the directors of the Company or of the resulting issuer, as the case may be, after completion of such bid or business combination (each a "Change of Control").

The following insiders of the Company (each an "Insider") participated in the Private Placement for an aggregate of 387,766 Units representing the equivalent of 2.42% of the Company's issued and outstanding multiple voting shares (calculated on the basis of conversion of the subordinate voting shares into multiple voting shares on a ratio of 100:1) on a partly diluted basis following closing of the Private Placement:

Name and Position with the Corporation No. of Multiple Voting Shares held (and %) prior to Private Placement
No. of Multiple Voting Shares issued under the Private Placement and issuable upon exercise of warrants (and %) No. of Multiple Voting Shares held (and %) following completion of Private Placement
Donald Sheldon
Director and Officer
308,027
(0.98%)
82,866
(7.88%)
349,460
(1.10%)
Megan McElwain
Director and Officer
378,943
(1.20%)
466,666
(44.39%)
612,276
(1.91%)
Thomas E. (Ted) Masters
Officer
860,632
(2.73%)
226,000
(21.49%)
973,632
(3.04%)

 

The proceeds from the Private Placement will be used to fund the Company's business focused on the acquisition of interests in, and the exploration, evaluation and development of, large-scale mineral deposits of chromite and other base metals and minerals including, without limitation, funding the Company's overhead and operating expenses and the costs of this Private Placement.

All of the securities issued pursuant to this Private Placement are subject to a four (4) month hold period.

The Private Placement, in part, is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Insiders purchased Units. A formal valuation was not required under MI 61-101 because the Company is not listed on any of the stock exchanges specified in MI 61-101. Minority shareholder approval was also not required as the fair market value of the consideration for the transaction involving the Insiders does not exceed 25 percent of the Company's capitalization as of the date hereof, which is approximately $50 million. In view of the short time between the date of the subscription by the related parties and the date of the closing of this tranche, the frequent participation of insiders in past private placements undertaken by the Company and the relatively small effect on the Company's capitalization on completion of this Private Placement, the Company considered it reasonable not to announce this related party transaction 21 days in advance of closing.

The Company also announces the extension of the Private Placement for an additional 45 days. The terms of the Private Placement remain the same as the ones disclosed above and in the news release dated December 11, 2025. The Company also announces the extension of the offering of flow-through unit private placement under the same terms and conditions initially disclosed on the news release dated December 11, 2025 and then described in the news release on December 31, 2025 announcing an initial closing of the flow-through unit offering.

About The Canadian Chrome Company Inc.

The Canadian Chrome Company Inc. is an exploration stage company that is focused on identification, acquisition, consolidation, exploration, development and evaluation of large-scale deposits of minerals including chromite in the Ring of Fire, as well as other base metals and strategic minerals and, where applicable, support for the development of transportation and electrification links to access remote areas where these deposits may be located.

For further information, please contact:

Bruce Hodgman, Vice-President: 416-642-3575 ~ info@canadachrome.com

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 the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether because 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.

Disclaimer: 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.

Not for distribution to U.S. newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, into the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280686

News Provided by TMX Newsfile via QuoteMedia

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