I believe that the KWG last NR found its source in this particular Chapter of the Cliffs's Takeover Circular that we all received by mail ("Acquisition of Common Shares non deposited" copied below) and that is still available at sedar.com. Everybody should read this before tendering or not tendering or 'untendering' their SPQ shares. For my part, I decided to keep my 250 000 left shares, not tender them, and follow-up with what KWG will do during the following weeks. It is a personal decision, and I may be wrong. Make your own mind, I'm just expressing my individual view. Seek legal advice if you are not comfortable.

Tendering: I get the money right away. No risk. As I said to one poster by PM, this is the choice I would urge my mother to make!

Not tendering (if my reading of this quite technical text is OK, but I will stand corrected, I'm not an expert at all in securities law) : I will get at least 19 cents and if I believe that the fair value would be more than 19 cents, I could ask to be paid 'fair value' for my shares (which 'fair value' would have to be arbitraged if disagreed). I bet on KWG to have this job well done! The risk is that a judicial determination of the fair value can also be less than 19 cents. I still bet on KWG to prove that it is (far) more! Another (unlikely) risk is that Cliffs decides to keep the minority shareholders aboard. I can stand with that eventuality also, since I expect then my position to grow in value, and I will have my Dissenting right available all along, so I can ask to be bought back at 'fair value' upon certain resolutions. This is the "thrill choice", I agree, which may not be suited for my mother!

It it weren't of KWG taking the lead at this time, with strong valuations in hand, I would have tendered before the deadline. But now, I pursue the quest as a proud and long Spider shareholder... and I intend to keep this enjoyable status until the last drop!

From the May 31st Cliffs Takeover Circular (underlines are mine):

6. Acquisition of Common Shares Not Deposited

General

The purpose of the Offer is to enable the Offeror to acquire all of the outstanding Common Shares. If the Offeror takes up and pays for Common Shares under the Offer, the Offeror will seek to complete a Compulsory Acquisition, if applicable, to acquire the remaining Common Shares or, if necessary, to acquire such remaining Common Shares pursuant to a Second Stage Transaction, as discussed below.

Compulsory Acquisition

If, by the Expiry Time or within 120 days after the date of the Offer, whichever period is shorter, the Offer is accepted by the holders of not less than 90% of the issued and outstanding Common Shares at the Expiry Time, other than Common Shares held at the date of the Offer by or on behalf of the Offeror or its affiliates and associates (as defined in the CBCA), and the Offeror acquires such Deposited Shares, then the Offeror intends, to the extent possible, to acquire pursuant to Part XVII of the CBCA and otherwise in accordance with applicable laws (a “Compulsory Acquisition”) the remainder of the Common Shares held by Shareholders who did not accept the Offer (each a “Dissenting Offeree”) (which definition includes any person who subsequently acquires any of such shares), on the same terms, including price, as the Common Shares that were acquired under the Offer.

To exercise this statutory right, the Offeror must give notice (the “Offeror Notice”) to the Dissenting Offerees and the Director under the CBCA of the proposed Compulsory Acquisition on or before the earlier of 60 days from the Expiry Time and 180 days from the date of the Offer. Within 20 days of the giving of the Offeror Notice, the Offeror must pay or transfer to Spider the consideration the Offeror would have had to pay or transfer to the Dissenting Offerees if they had elected to accept the Offer. The consideration received by Spider will be deemed to be held in trust for the Dissenting Offerees, and Spider shall deposit such funds into a separate bank or other body corporate whose deposits are insured by the Canada Deposit Insurance Corporation.

Within 20 days after the receipt of the Offeror Notice, each Dissenting Offeree must send the certificates representing the Common Shares held by such Dissenting Offeree to Spider, and may elect either to transfer such shares to the Offeror on the terms on which the Offeror acquired Common Shares under the Offer or to demand payment of the fair value of such shares by so notifying the Offeror within the applicable period. Spider shall pay, on behalf of the Offeror, to each Dissenting Offeree who delivers share certificates to Spider and elects to accept the terms on which the Offeror acquired the Common Shares under the Offer, the funds to which the Dissenting Offeree is entitled.

If a Dissenting Offeree fails to notify the Offeror within the applicable period, the Dissenting Offeree will be deemed to have elected to transfer his or her Common Shares to the Offeror on the same terms (including price) as the Offeror acquired the Common Shares under the Offer. If a Dissenting Offeree has elected to demand payment of the fair value of the Common Shares, the Offeror has the right to apply to a court to fix the fair value of the Common Shares of such Dissenting Offeree. If no such application is made by the Dissenting Offeree or the Offeror within such periods set forth in Part XVII of the CBCA, the Dissenting Offeree will be deemed to have elected to transfer its Common Shares to the Offeror on the same terms that the Offeror acquired the Common Shares under the Offer. Any judicial determination of the fair value of the Common Shares of such Dissenting Offeree could be more or less than the value of the consideration payable pursuant to the Offer.

The foregoing is only a summary of the Compulsory Acquisition procedure that may become available to the Offeror. The summary is not intended to be complete nor is it a substitute for the more detailed information contained in the provisions of Part XVII of the CBCA. Shareholders should refer to Part XVII of the CBCA for the full text of the relevant statutory provisions, and those who wish to be better informed about these provisions should consult their legal advisors. Part XVII of the CBCA is complex and requires strict adherence to notice and timing provisions, failing which such rights may be lost or altered.

Second Stage Transaction

If the Offeror takes up and pays for Deposited Shares under the Offer and a Compulsory Acquisition described above is not available for any reason or the Offeror determines not to exercise such right, the Offeror will take such other action as is necessary to acquire any Common Shares not tendered to the Offer, including causing a special meeting of Shareholders to be called to consider a Second Stage Transaction. In connection with a Second Stage Transaction, Spider may continue as a separate subsidiary of the Offeror following the completion of any such transaction or Spider may be amalgamated or otherwise combined with one or more affiliates of the Offeror.

The details of any such Second Stage Transaction, including the timing of its implementation and the consideration to be received by the Dissenting Offerees, will necessarily be subject to a number of considerations, including the number of Common Shares acquired pursuant to the Offer. If the Offeror takes up and pays for such number of Common Shares under the Offer that, together with the Common Shares owned by the Offeror and its affiliates, constitutes at least 66 2/3% of the outstanding Common Shares (on a fully-diluted basis), the Offeror expects it will own sufficient Common Shares to effect a Second Stage Transaction. Although the Offeror currently intends to propose a Compulsory Acquisition or a Second Stage Transaction on the same terms as the Offer, it is possible that, as a result of the number of Common Shares acquired under the Offer, delays in the Offeror’s ability to effect such transaction, information hereafter obtained by the Offeror, changes in general economic, industry, regulatory or market conditions or in the business of Spider, or other currently unforeseen circumstances, such a transaction may not be so proposed or may be delayed or abandoned. The Offeror expressly reserves the right to propose other means of acquiring, directly or indirectly, all of the outstanding Common Shares in accordance with applicable laws, including a Second Stage Transaction on terms not described in the Circular.

MI 61-101 may deem a Second Stage Transaction to be a “business combination” if such Second Stage Transaction would result in the interest of a Shareholder being terminated without the consent of such Shareholder, irrespective of the nature of the consideration provided in substitution therefor. The Offeror expects that any Second StageTransaction relating to Common Shares will be a “business combination” under MI 61-101.

In certain circumstances, the provisions of MI 61-101 may also deem certain types of Second Stage Transactions to be “related party transactions”. However, if the Second Stage Transaction is a “business combination” carried out in accordance with MI 61-101 or an exemption therefrom, the “related party transaction” provisions therein do not apply to such transaction. Following completion of the Offer, the Offeror would be a “related party” of Spider for the purposes of MI 61-101. The Offeror intends to carry out any such Second Stage Transaction in accordance with MI 61-101, or any successor provisions, or exemptions therefrom, such that the “related party transaction” provisions of MI 61-101 will not apply to such Second Stage Transaction.

MI 61-101 provides that, unless exempted, a corporation proposing to carry out a business combination is required to prepare a valuation of the affected securities (and any non-cash consideration being offered therefor) and provide to the holders of the affected securities a summary of such valuation. The Offeror currently intends to rely on available exemptions (or, if such exemptions are not available, to seek waivers pursuant to MI 61-101 exempting Spider and the Offeror or one or more of its affiliates, as appropriate) from the valuation requirements of MI 61-101.

An exemption from the valuation requirements is available for certain business combinations completed within 120 days after the expiry of a formal take-over bid if the consideration under such transaction is at least equal in value to and is in the same form as the consideration that tendering securityholders were entitled to receive in the take-over bid, provided that certain disclosure is given in the take-over bid disclosure documents (which disclosure has been provided herein). The Offeror expects that this exemption will be available in connection with any Second Stage Transaction it undertakes.

Depending on the nature and terms of the Second Stage Transaction, the provisions of the CBCA and Spider’s constating documents may require the approval of 66 2/3% of the votes cast by Shareholders at a meeting duly called and held for the purpose of approving the Second Stage Transaction. MI 61-101 would also require that, in addition to any other required security holder approval, in order to complete a business combination, the approval of a simple majority of the votes cast by “minority” holders of each class of affected securities must be obtained unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities. If, however, following the Offer, the Offeror and its affiliates are the registered holders of 90% or more of the issued and outstanding Common Shares at the Expiry Time, other than Common Shares held on the date of the Offer by or on behalf of Cliffs, at the time the Second Stage Transaction is initiated, the requirement for minority approval would not apply to the transaction if an enforceable appraisal right or substantially equivalent right is made available to minority security holders.In relation to the Offer and any business combination, the “minority” Shareholders will be, unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities, all Shareholders other than the Offeror, any “interested party” (within the meaning of MI 61-101), a “related party” of an “interested party”, unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither “interested parties” nor “issuer insiders” (in each case within the meaning of MI 61-101) of the issuer, and any “joint actor” (within the meaning of MI 61-101) with any of the foregoing persons. MI 61-101 also provides that the Offeror may treat Common Shares acquired under the Offer as “minority” shares and vote them, or consider them voted, in favour of such business combination if, among other things: (a) the business combination is completed not later than 120 days after the Expiry Time; (b) the consideration per security in the business combination is at least equal in value to and in the same form as the consideration paid under the Offer; and (c) the Shareholder who tendered such Common Shares to the Offer was not (i) a “joint actor” (within the meaning of MI 61-101) with Cliffs in respect of the Offer, (ii) a direct or indirect party to any “connected transaction” (within the meaning of MI 61-101) to the Offer, or (iii) entitled to receive, directly or indirectly, in connection with the Offer, a “collateral benefit” (within the meaning of MI 61-101) or consideration per Common Share that is not identical in amount and form to the entitlement of the general body of Shareholders in Canada of Common Shares.

The Offeror currently intends that the consideration offered for Common Shares under any second Stage Transaction proposed by it would be equal in value to, and in the same form as, the consideration paid to Shareholders under the Offer and that such Second Stage Transaction will be completed no later than 120 days after the Expiry Time and, accordingly, the Offeror intends to cause any Common Shares acquired under the Offer to be voted in favour of any such transaction and, where permitted by MI 61-101, to be counted as part of any minority approval required in connection with any such transaction.Any such Second Stage Transaction may also result in Shareholders having the right to dissent in respect thereof and demand payment of the fair value of their Common Shares. The exercise of such right of dissent, if certain procedures are complied with by the Shareholder, could lead to a judicial determination of fair value required to be paid to such dissenting Shareholder for its Common Shares. The fair value so determined could be more or less than the amount paid per Common Share pursuant to such transaction or pursuant to the Offer.

The tax consequences to a Shareholder of a Second Stage Transaction may differ significantly from the tax consequences to such Shareholder of accepting the Offer. See Section 15 of the Circular, “Material Canadian Federal Income Tax Considerations”.

Shareholders should consult their legal advisors for a determination of their legal rights with respect to a Second Stage Transaction.

Other Alternatives

If the Offeror is unable to effect a Compulsory Acquisition or propose a Second Stage Transaction, or proposes a Second Stage Transaction but cannot obtain any required approvals or exemptions promptly, the Offeror will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable laws, purchasing additional Common Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or from Spider, or taking no action to acquire additional Common Shares.Subject to applicable laws, any additional purchases of Common Shares could be at a price greater than, equal to, or less than the price to be paid for Common Shares under the Offer and could be for cash, securities and/or other consideration. Alternatively, the Offeror may take no action to acquire additional Common Shares, or, subject to applicable laws, may either sell or otherwise dispose of any or all Common Shares acquired under the Offer, on terms and at prices then determined by the Offeror, which may vary from the price paid for Common Shares under the Offer.

GLTA.