All you need do is read carefully the following KWG news releases, noting the date on each, and you will have a very good idea of the KWG - SPQ story. KWG's Web Site has more on the matter but what I have included in this post are the essential events. Also note the apparent lengthy planning involved and the level of cooperation and comprehension both KWG and SPQ had/have respecting both their situation and their JOINT plan for going forward.

Once you do this, try finding anything to be worried about and go straight to each company to find any reassurance required.

 

NO 08

KWG Symbol on TSX-Venture: KWG Shares issued and outstanding: 118,587,408

PRESS RELEASE

KWG & SPIDER TO SPIN OUT

NEW DIAMOND COMPANY

Toronto, Canada – April 12, 2005 – KWG RESOURCES INC. (TSXV-KWG) and SPIDER RESOURCES INC.

(TSXV-SPQ) announce that they have signed a Letter of Intent today, to create a diamond exploration

company from their diamond prospects in Wawa and the James Bay Lowlands of Northern Ontario.

The two companies have invested some $28 million, since 1992, in the acquisition and exploration of

claims, in both areas, that were highly prospective for potential diamond deposits. Very extensive

exploration programs conducted over the ensuing thirteen years have yielded a number of discoveries of

diamondiferous occurrences. These include the Kyle series of kimberlites 130 km west of the DeBeers

Victor Pipe and the MacFadyen kimberlite pipes adjacent to the DeBeers Victor Pipe. A diamond mine is

currently under consideration at the Victor Pipe, and the SPQ/KWG JV’s adjacent diamondiferous

kimberlites are thus hoped to be able to demonstrate economic viability, with additional sampling. In

order to finance the cost of these opportunities, the SPQ/KWG JV determined to create a stand-alone

new diamond company from these assets.

The terms of the Letter of Intent contemplate that shares of the new diamond company will be issued in

exchange for the transfer of the diamond interests. Subject to negotiations of the terms of a final

agreement, Spider would receive approximately 49% of the shares of the new company and KWG would

receive 51% of the shares of the new company, in proportion to their respective expenditures on the

diamond properties to date. Both Spider and KWG are considering the merits of distributing the diamond

company’s shares to the holders of their own shares, as a dividend in specie.

-30-

FOR FURTHER INFORMATION, PLEASE CONTACT:

FRANK C. SMEENK,

President and CEO

Telephone: (416) 642-3575

Fax: (514) 866-6193

MAURICE MONTPETIT,

Investors’ relation

Telephone: (514) 987-7263

Fax: (514) 987-1033

MICHEL CÔTÉ,

Director

Telephone: (514) 866-6001/EXT. 266

Fax: (514) 866-6193

Or visit our website: WWW.KWG-RESOURCES.COM

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR

THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

PRESS RELEASE

NO 13

KWG Symbol on TSX-Venture: KWG Shares issued and outstanding: 118,587,408

PRESS RELEASE

Acquisition of interest in claims

Montréal, Québec – October 5, 2005 - The KWG Resources Inc and Spider Resources Inc Joint

Venture has agreed to acquire a 90% interest in three previously-staked claim blocks in the James Bay

Lowlands. Under terms of the acquisition agreement KWG will issue 150,000 treasury shares and

transfer 150,000 shares of Spider Resources, from its holding of marketable securities, to the vendor

Greenstone Exploration Company Limited. Spider Resources will pay the vendor $18,000.

KWG also announces that Martin Nicolletti has been appointed its acting Chief Financial Officer, upon the

recent resignation of Leonard Teoli.

- 30 -

FOR FURTHER INFORMATION, PLEASE CONTACT:

FRANK C. SMEENK

President and CEO

Telephone : (416) 642-3575

Fax : (514) 866-6193

MICHEL COTE

Director

Telephone : (514) 866-6001/# 266

Fax : (514) 866-6193

Or visit our website: WWW.KWG-RESOURCES.COM

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR

THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

PRESS RELEASE

NO 19

Symbol on TSX-Venture

KWG Exchange: KWG

Shares issued and outstanding: 125,107,408

KWG AND SPIDER AGREE TO AMEND JOINT VENTURE

PARTIES SELECT INDIVIDUAL PROJECTS FOR ADVANCEMENT

Montréal, Canada - December 20th, 2005 - KWG Resources Inc. (TSXV-KWG) and SpiderResources Inc. (TSXV-SPQ) have agreed in principle to amend and revise their Joint Venture.

The partners have generated six separate exploration projects since creation of their Joint

Venture in 1992, from almost $37 million invested during that time. The companies now intend to

treat each of the six projects as a separate joint venture to enable each company to either

increase or decrease its interest in a project, based upon its own strategic objectives.

Each party has agreed to have its interest diluted by not contributing further to the other party’s

exploration program until its interest has reached 33.3%. At that level, a party’s interest in a

project may be maintained by contribution to subsequent programs, or suffer further dilution.

When an interest has been reduced to less than 10% it will be automatically converted to a onehalf

percent net smelter royalty in base metals and a one percent net smelter/products royalty in

precious metals and diamonds. Both parties are now deemed to have a 50% interest in each of

the joint venture projects and will be immediately vested with an equal capital interest based on

accumulated expenditures in each project.

KWG will continue with the exploration and development of the MacFadyen kimberlite property,

located 8 kilometers north of the advanced Victor diamond mine development project of De Beers

Canada Exploration Inc. The Joint Venture had identified five diamondiferous kimberlites there;

each of these merits additional drilling and sampling.

Programs will also be undertaken at four newly-acquired kimberlite target areas in the general

vicinity of McFaulds Lake and Kyle Lake, that were identified by a combination of magnetic

airborne surveying and data analysis commissioned from Diagnos Inc. (TSXV-ADK). The VMS

properties near McFaulds Lake optioned from Freewest Resources Inc. (TSXV-FWR) will haveinitial programs completed by February 28

th, 2006. KWG will have the option to maintain up to a

50% interest, by contributing pro-rata to each of these two programs to be operated by Spider.

Spider will continue with the exploration of the volcanogenic massive sulfide belt near McFauld’s

Lake and the diamond discoveries at Wawa, and at the five Kyle kimberlites.

- 30 -

FOR FURTHER INFORMATION, PLEASE CONTACT:

FRANK C. SMEENK

President and CEO

Telephone: (416) 642-3575

Fax: (514) 866-6193

MICHEL COTE

Director

Telephone: (514) 866-6001 – Ext. 266

Fax: (514) 866-6193

Or visit our website: WWW.KWG-RESOURCES.COM

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR

THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

PRESS RELEASE

NO 10

KWG Symbol on TSX-Venture Exchange: KWG

Shares issued and outstanding: 148,957,408

KWG & SPIDER FINALIZE JOINT VENTURE REVISION

TO ADVANCE PROJECTS

Montréal, May 15, 2006 – KWG Resources Inc. (TSXV-KWG) and Spider ResourcesInc. (TSXV-SPQ) having reached parity in their joint venture as announced December

19, 2005, have revised and amended their Ontario Joint Venture as previously

constituted in 1992, and amended in April 2003. From almost $39 million invested in

exploration during a twelve year period, the partners have generated six separate

exploration projects in their Joint Venture. The companies will now treat each of the six

projects as a separate joint venture to enable each company to either increase or

decrease its pro-rata interest based upon their own strategic objectives.

The six projects that have been developed by the joint venture include: (a) the

MacFadyen Kimberlites, (b) the Kyle Kimberlites, (c) the McFaulds Lake VMS properties,

(d) the Diagnos Initiative properties, (e) the Freewest Option, and (f) the Wawa project.

The parties conducted an accounting review of expenditures incurred on each property

over the course of the 12 years of JV exploration activity. Expenditures not directly

related to the remaining properties or project areas will be written off by both parties. As

the Freewest and Diagnos projects were generated as a result of regional exploration,

those regional expenditures not attributed to capital in the other joint ventures have been

assigned to the Freewest and Diagnos projects. Expenditures for the six projects have

been allocated as follows:

Property Deemed Expenditure

MacFadyen Kimberlites $7,660,547

McFaulds Lake VMS 8,655,718

Kyle Kimberlites 11,835,971

Wawa 2,077,353

Freewest Option 1,888,949

Diagnos Initiative 3,822,519

Total $35,941,057

As of the date of the amending agreements, each of KWG and Spider will be allocated

an undivided 50% participating interest in each project

KWG has been appointed manager of the MacFadyen project. Spider has been

appointed manager of the McFaulds Lake, Kyle and Wawa projects. Under the terms of

the individual joint venture agreements, the non-manager will not participate in any

program until the manager has spent an amount equal to its 50% interest, thereby

increasing to 66.67% its interest in the project. When the non-contributing party’s

interest has thus been reduced to 33.33% it may elect to contribute to future programs to

maintain its interest, or be diluted down to a 10% working interest. At 10%, the interest

will be automatically converted into a 1% net proceeds from production royalty in the

case of diamonds, or a 1% net smelter royalty in the case of precious metals (for primary

precious metal deposits), or a 0.5% net smelter royalty in the case of base metals.

These amendments will enable both parties to focus on those projects they wish to

advance, without the requirement of the other party’s prior approval.

The Freewest and Diagnos projects will be 50:50 joint ventures, under the initial

management of Spider (due to the proximity of Spider’s other projects) and KWG and

Spider intend to fund their initial exploration equally.

Under the new agreements, a project’s manager will have the right to invite an arm’s

length third party to acquire a participating interest in the joint venture, provided the nonmanager’s

interest is not reduced below 10% as a result.

KWG plans a drilling and sampling program at the MacFadyen Kimberlites this summer.

Spider intends to resume drilling at the MacFaulds Lake VMS project in June. Drill-core

samples from the Freewest Option are currently being sampled for platinum group

element mineralization. Geophysical analysis is being completed to determine drill

targets in the Diagnos Initiative properties for drilling later this summer.

- 30 -

For further information, please contact:

FRANK C. SMEENK

President and CEO

Telephone: (416) 642-3575

Fax: (514) 866-6193

MICHEL CÔTÉ

Director

Telephone: (514) 866-6001 – Ext. 266

Fax: (514) 866-6193

Or visit our website: www.kwg-resources.com

The TSX Venture Exchange has not reviewed and does not accept responsibility for

the adequacy or accuracy of this press release.

 

 

PRESS RELEASE

NO 16

KWG Symbol on TSX-Venture: KWG Shares issued and outstanding: 118,737,408

KWG JOINT VENTURE STATUS

Montréal, Canada - October 28th, 2005 – As reported on October 18th, 2005, KWG Resources Inc.

(TSXV-KWG) has agreed to resume exploration work on its three joint-venture projects with SpiderResources Inc. (TSXV-SPQ)

. Programs for each of the James Bay Lowlands Diamond and VMS

discoveries are being prepared to commence after freeze-up is sufficiently advanced. In the meantime, a

recovery-process testing program has been developed for the Wawa Diamond project, to commence

immediately. However, the Joint Venture has not yet approved technical programs for its various James

Bay Lowlands assets. These include the McFaulds Lake VMS discoveries, the MacFadyen kimberlite

discoveries, and the Kyle kimberlite discoveries.

As also previously reported, the Joint Venture’s partners have negotiated terms of an option agreement

with Freewest Resources Canada Inc. (TSXV-FWR) for each of them to earn an interest in Freewest’s

mineral claims that are adjacent to the area of the McFaulds Lake discovery. That option agreement is

now being finalized and programs dictated by its terms are also being prepared. Funding of these will be

a necessary priority of the Joint Venture.

All Joint Venture programs recommended by its exploration manager, must be approved by its

management committee. KWG has been appointed by the management committee as Operator of the

Joint Venture, consequent on its somewhat larger contribution to the venture’s capitalization since 1993.

Prior to current year-end adjustments for contributions to previously-completed programs, KWG’s

cumulative investment totals some $18.24 million and Spider’s totals just under $18 million.

Yesterday Spider published, in a letter to its shareholders, an excellent technical review of the status of

the Joint Venture’s various undertakings. As commented on there, the absence of transportation

infrastructure in the remote locations of the Joint Venture’s discoveries, have currently dictated that

mineral resources identified thus far, are uneconomic in the quantities delineated to date. However, the

community of earth scientists has been intrigued by the possibility that the very numerous occurrences

identified by area claim-holders, to this juncture, may ultimately prove the area justifying the investment to

create such infrastructure. The very small portions of this extensive greenstone belt that have now

received exploration attention from claim-holders, have proven to be relatively ubiquitously pregnant with

metallic mineral concentrations of possible economic interest. Accordingly, the area may be viewed as a

potential development frontier, when considered in conjunction with the adjacent construction of the Victor

diamond mine and the legitimate claims and aspirations of local area communities.

- 30 -

FOR FURTHER INFORMATION, PLEASE CONTACT:

FRANK C. SMEENK

President and CEO

Telephone : (416) 642-3575

Fax : (514) 866-6193

MICHEL COTE

Director

Telephone : (514) 866-6001/# 266

Fax : (514) 866-6193

Or visit our website: WWW.KWG-RESOURCES.COM

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR

THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

END of STORY!

Old Joe

PS: A little careful reading goes a very long way!!!