Fancamp and KWG Resources Announce Closing of the Sale of Fancamp's Interests in Koper Lake-McFaulds Mining Claims to KWG

KWG Resources Inc. (CSE: KWG) (CSE: KWG.A) (FSE: KW61) ("KWG" or the "Company") is pleased to announce that the time to exercise warrants issued during 2019 and 2021 (each a "Warrant") to purchase KWG.A multiple voting shares (each a "Multiple Voting Share") will be extended so that each such Warrant will have a five-year term from the applicable Warrant's original date of issuance. More particularly, 26,864 Warrants will have their expiry date extended to March 15, 2024; 3,808 Warrants will have their expiry date extended to June 17, 2024; 15,048 Warrants will have their expiry date extended to August 26, 2024; and 986,621 Warrants will have their expiry date extended to March 31, 2026, respectively. As a result of the 3:1 subdivision of Multiple Voting Shares which occurred on November 2, 2021, each Warrant entitles its holder to purchase three (3) Multiple Voting Shares until its expiry date. In conjunction with extending the expiry dates of the Warrants, the Company also announces the repricing of the exercise price of these Warrants from $7.50 to $9.60 per Warrant, each such Warrant entitling the holder to purchase three (3) Multiple Voting Shares on or before its expiry date, giving an effective exercise price of $3.20 per KWG.A Multiple Voting Share on exercise of said Warrants.

KWG Resources Inc. (CSE: KWG) (CSE: KWG.A) ("KWG" or the "Corporation") is pleased to announce that on September 30, 2022 it gave notice to all holders of Series 2021 Convertible Debentures (the "Debentures") that it has elected to convert all principal and accrued interest owing on the Debentures aggregating $6,609,419.86 into shares and warrants on November 2, 2022.

Under the terms of the Debentures, KWG has the option, exercisable at any time after September 29, 2022, on 30 days' notice, to convert the principal amount owing under the Debentures, together with interest on the amount being converted, into units (each a "Unit") at a price of $15.00 per Unit, with each such Unit currently (following the 3:1 subdivision of multiple voting shares of the Corporation on November 5, 2021) being comprised of six (6) multiple voting shares in the capital of the Corporation (each, a "Multiple Voting Share") and one (1) share purchase warrant (a "Warrant"), with each such Warrant enabling its holder to acquire three (3) Multiple Voting Shares from treasury upon payment of $3.20 per share at any time on or before the earlier of: (i) December 15, 2023, 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 Corporation immediately prior to the completion of such bid or business combination do not own a majority of votes attaching to the voting securities of the Corporation or of the resulting issuer, as the case may be, or do not have the power to elect a majority of the directors of the Corporation or of the resulting issuer, as the case may be, after completion of such bid or business combination.

Fancamp Exploration Ltd. (" Fancamp ") is pleased to announce that, on September 1, 2022, KWG Resources Inc. (" KWG "), an exploration stage mining company headquartered in Ontario, issued the following securities to Fancamp: (a) a secured convertible promissory note of KWG (the " Secured Convertible Promissory Note ") in the aggregate principal amount of C$34,500,000 (the " Principal Amount "), convertible into multiple voting shares in the capital of KWG (" MVS "); and (b) warrants (the " Warrants ") to purchase MVS. The Secured Convertible Promissory Note and the Warrants were issued by KWG to Fancamp as partial consideration for the acquisition by KWG of all of the right, title and interests beneficially owned by Fancamp in and to the "Koper Lake-McFaulds" mineral properties, comprised of four (4) mining claims located within the "Ring of Fire" in the Province of Ontario.

Fancamp Exploration Ltd. (" Fancamp ") (TSXV: FNC) and KWG Resources Inc. (" KWG ") (CSE: KWG, KWG.A; FSE: KW6) are pleased to announce that Bold Ventures Inc. (" Bold ") (TSXV: BOL) has delivered a signed waiver in respect of its right of first refusal to acquire Fancamp interests in the four Koper Lake-McFaulds mining claims that contain the Black Horse chromite discovery, which KWG has offered to acquire from Fancamp as previously announced (the " Proposed Transaction "). The receipt of Bold's waiver will enable Fancamp and KWG to proceed with the Proposed Transaction, which is currently scheduled for closing on or prior to August 31, 2022, subject to customary closing conditions, including any regulatory approvals or filings. For more details on the Proposed Transaction, please refer to the joint news release of Fancamp and KWG dated July 21, 2022.

Fancamp Exploration Ltd. (TSXV: FNC) ("Fancamp") and KWG Resources Inc. (CSE: KWG) (CSE: KWG.A) (FSE: KW61) ("KWG") are pleased to announce that they have entered into a binding agreement dated July 20, 2022 with respect to a proposed transaction (the "Proposed Transaction") involving the sale by Fancamp to KWG of all of the right, title and interests beneficially owned by Fancamp in and to the "Koper Lake-McFaulds" mineral properties, comprised of four (4) mining claims (the "Mining Claims") located within the "Ring of Fire" in the Province of Ontario.

The consideration payable by KWG to Fancamp for the purchase of the Mining Claims and the Fancamp Closing Payment (as defined below) will consist of: (a) the issuance by KWG to Fancamp (or otherwise as Fancamp may direct to be held in trust for Fancamp) of a secured convertible promissory note (the "Secured Convertible Promissory Note") in the principal amount of C$34.5 million (the "Principal Amount"), having the principal terms set out below; (b) the issuance by KWG to Fancamp of such number of warrants (the "Consideration Warrants") to purchase multiple voting shares of KWG ("MVS") equal to one-half (1/2) of the Principal Amount divided by the ten (10) day volume-weighted average trading price of the MVS and the subordinate voting shares of KWG ending on the trading day immediately prior to the date of the binding agreement (such volume-weighted average trading price, the "Base Conversion Price"); and (c) the grant by KWG to Fancamp of a 2.0% net smelter return royalty (one-quarter of which may be purchased by KWG at any time for C$5 million and the next one-quarter of which will be subject to a right of first refusal in favour of KWG) on any direct or indirect interest in the Mining Claims held by KWG on and after the closing date (the "Royalty").