MONTRIAL, June 18 /CNW/ - KWG Resources Inc. ("KWG" or the "Company") has
received notification from Spider Resources Inc (Spider) that Cliffs Natural
Resources Inc (Cliffs) has made a Spider Alternative 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 (the Combination
Agreement), a copy of which is filed on Spider's SEDAR profile at
www.sedar.com) and that the board of directors of Spider has determined such
proposal to be a Spider Superior Proposal (as defined in the Combination
Agreement). If the Spider Superior Proposal is proceeded with, Cliffs will
increase the offer price under its take-over bid for the outstanding common
shares of Spider and associated rights under Spider's shareholder rights plan
(collectively the Spider Shares) to $0.165 per Spider Share.
Pursuant to the Combination Agreement, 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 June 24th, 2010. KWG is considering making such an offer.
If KWG makes an offer that matches the Spider Superior Proposal, KWG, KWG
Subco and Spider will enter into an amended agreement reflecting KWG's amended
proposal. If such an offer is not made by KWG or is made but not accepted by
Spider as matching the Spider Superior Proposal, then as a condition to the
right of Spider to terminate the Combination Agreement in order to enter into
an agreement with respect to the Spider Superior Proposal or otherwise accept,
approve or recommend the Spider Superior Proposal, Spider will be required, on
or prior to the date of such termination, to pay to KWG a cash payment equal
to $2,300,000.

This news release contains or refers to forward-looking information. All
statements, other than statements of historical fact, that address activities,
events or developments that KWG believes, expects or anticipates will or may
occur in the future are forward-looking information. Such forward-looking
information includes statements contained in this news release regarding KWG
considering making an offer in light of the Spider Superior Proposal and the
expected consequences of making, or failing to make, such an offer and that
Cliffs will increase the offer price under its take-over bid for Spider if the
Spider Superior Proposal is proceeded with. This forward-looking information
reflects the current expectations or beliefs of KWG based on information
currently available to it. Forward-looking information is subject to a number
of risks and uncertainties that may cause the actual results of KWG to differ
materially from those discussed in the forward-looking information, and even
if such actual results are realized or substantially realized, there can be no
assurance that they will have the expected consequences to, or effects on KWG.
Factors that could cause actual results or events to differ materially from
current expectations include, but are not limited to: KWG declining to make an
offer that matches the Spider Superior Proposal, Cliffs responding to such an
offer by making another Spider Superior Proposal, Cliffs failing to increase
the offer price under its take-over bid and other factors. Any forward-looking
information speaks only as of the date on which it is made. Although KWG
believes that the assumptions inherent in the forward-looking information are
reasonable, forward-looking information is not a guarantee of future
performance and accordingly undue reliance should not be put on such
statements due to the inherent uncertainty therein.
The Amalgamation described in this news release relates to common shares
of a Canadian company. U.S. shareholders should be aware that the Amalgamation
is subject to the disclosure requirements of Canada, which are different from
those of the United States. The financial statements included or incorporated
by reference in documents relating to the Amalgamation have been prepared in
accordance with Canadian generally accepted accounting principles, and may be
subject to Canadian auditing and auditor independence standards, and thus may


not be comparable to financial statements of United States companies.
The enforcement by shareholders of civil liabilities under the United
States federal securities laws may be affected adversely by the fact that
Spider Resources Inc. is incorporated under the federal laws of Canada and KWG
Resources Inc. is incorporated under the laws of Quebec, Canada, most of their
respective officers and directors are residents of Canada and other foreign
countries, and some or all of their respective assets and the assets of their
respective officers and directors are located outside the United States. U.S.
shareholders may not be able to sue a Canadian company or its officers and
directors in a Canadian or other foreign court for violations of U.S.
securities laws, and it may be difficult to compel a Canadian company and its
affiliates to subject themselves to a U.S. court's judgment.
U.S. shareholders should be aware that KWG Resources Inc. may purchase
securities of Spider Resources Inc. otherwise than under the Amalgamation,
such as in open market or privately negotiated purchases.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.