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Cliffs Comments on Merger Agreement Between Two Mineral Exploration Firms

Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today commented on the announcement that KWG Resources Inc. (TSXV: KWG) and Spider Resources Inc. (TSXV: SPQ) have entered into a binding letter agreement regarding a proposed merger between the two companies.

Cliffs believes this proposed share-exchange merger between the two junior mineral exploration companies, which lack the technical expertise and financial strength required to develop the Big Daddy chromite deposit, provides little, if any, value to either KWG or Spider shareholders. Cliffs believes that its proposals of $0.13 per share in cash to the shareholders of each company are clearly superior to the proposed KWG-Spider combination from the standpoint of both company’s shareholders.

Cliffs urges shareholders of KWG and Spider to consider the following points:

  • Spider shareholders should choose the proposed cash takeover bid from Cliffs, at a premium of 62.5% to the closing price of Spider on May 21, 2010, the trading day prior to disclosure of Cliffs’ proposals.
  • Spider shareholders should reject the share-exchange merger with KWG, which would result in KWG’s share count being doubled while delivering virtually no premium to Spider shareholders when factoring in the distribution of Debuts Diamonds Inc. shares to KWG shareholders only.
  • KWG and Spider only formed special committees and hired financial advisors a few days ago. It is entirely premature for either company to have already completed a thorough analysis and concluded that a merger between the two companies is both superior to Cliffs’ intended offers and in the best interest of both sets of shareholders, particularly given the significant risks and uncertainties that would face the combined entity.
  • The practical effect of the proposed merger is to deprive KWG shareholders of the opportunity to vote on the proposed merger with Spider, despite the fact that KWG is exposing its shareholders to very substantial dilution.
  • Neither KWG nor Spider currently possesses the technical or financial ability to develop the Big Daddy deposit.

Cliffs will carefully review its options in context of the KWG-Spider announcement and respond further as appropriate.

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