KWG Resources Inc.

If I read the mgmt info circ correctly, if Not were to vote against this and the resolution actually passes then KWG has the legal right to buy shs held by Not at a fair market value. This would hold for all entities/shareholders that voted against as well again assuming the resolution passed. Abstaining is viewed as a Yes vote. Am unsure whether this caveat was actually included in the previous attempt to implement this multiple share strategy. Perhaps Frank thinks he has enough support to actually get this thru this time and possibly jetison off those who are perceived to be potentially holding back financing opportunities. Don't see any real danger as a shareholder as this is not a rollback. Thought the timing is interesting...or perhaps lack thereof...just over 3 weeks.

The chinese are looking to pay for the railway construction but we still need financing for the actual mine construction