BWA Group PLC Conversion of Securities & Commencement of Legal Action
December 31 2021 - 2:00AM
UK Regulatory
TIDMBWAP
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11
OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
31 December 2021
BWA Group PLC
("BWA" or the "Company")
Conversion of Loan Notes / Issue of Equity and Director / PDMR Shareholdings
Commencement of Legal Action
BWA Group plc [AQSE: BWAP], which has mineral exploration licences split
between Cameroon and Canada at various stages of development and is quoted on
London's AQSE Growth Market (formerly NEX), announces the following updates.
Conversion of Loan Notes
The Company has today issued 80,835,000 ordinary shares of 0.5 pence each ("
Ordinary Shares") at an issue price of 0.5 pen2ce per Ordinary Share in
settlement of all outstanding liabilities under the Company's 14% Unsecured
Convertible Loan Notes (the "Loan Notes") amounting to £404,175.00 (the "New
Shares"). 39,932,408 of the New Shares have been issued to Richard Battersby,
Chairman of the Company. The issue of the New Shares has been made under the
mandatory conversion on 31 December 2021 provisions of the Loan Note instrument
of the capital of the Loan Notes, together with that part of the interest which
has been accrued.
Application will be made for the New Shares to be admitted to trading on the
AQSE Growth Market and admission is expected to become effective on 6 January
2022 ("Admission"). Following Admission, the Board's interests in the enlarged
issued share capital of the Company are as follows:
Director Number of New Total % of
Shares Ordinary Ordinary
Shares Shares
Held Held
Richard 39,932,408 91,676,314 23.24
Battersby
Alex Borrelli NIL 29,616,561 7.50
James NIL 50,419,739 12.79
Butterfield
James Hogg NIL 1,925,001 0.50
Additionally, following Admission, the following shareholders (other than the
Board), to the best of the Company's knowledge, will hold 3% or greater of the
Ordinary Shares:
Shareholder Number of New Total % of Ordinary Shares
Shares Ordinary Held
Shares
Held
St-Georges NIL 60,000,000 15.21
Eco-Mining Corp
Mr D M Cass 20,451,296 33,532,022 8.50
Mr J Harvey 20,451,296 23,285,193 5.90
Christian NIL 16,403,200 3.94
Tremblay
Early Equity NIL 12,025,850 3.05
plc
Total Voting Rights
Following Admission, the Company will have 394,447,891 Ordinary Shares in
issue, each share carrying the right to one vote. The Company does not hold any
Ordinary Shares in Treasury. Following Admission, the figure of 394,447,891
Ordinary Shares may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
Commencement of Legal Action
Further to the statement made as part of the Company's half yearly financial
report, announced on 30 September 2021 (the "Interims"), that it was consulting
with legal advisers in Canada, the board of directors of the Company (the "
Board") can now confirm that legal action in Canada has been commenced against
St-Georges Eco-Mining Corp as well as certain of its current and former
officers regarding the acquisition of Kings of the North Corp. in 2019. This
action is at an early stage and further updates will be provided as
appropriate.
Interims
It has come to the attention of the Board that due to formatting issues, the
Company's balance sheet was not visible in the Interims when announced. The
correct version can be viewed at the link below and on the Company's website:
https://mma.prnewswire.com/media/1718023/1348933.pdf
The Board are responsible for the contents of this announcement.
Ends -
For further information:
BWA Group PLC +44 (0)7836 238172
Richard Battersby enquiries@bwagroupplc.com
Chairman
Allenby Capital Limited +44 203 328 5656
Corporate Adviser
Nick Harriss/Freddie Wooding
Market Abuse Regulation (MAR) Disclosure
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
Details of the persons discharging managerial responsibilities / persons
closely associated
Name Richard Battersby
Reason for notification Director of BWA Group plc
Initial
Details of the issuer, emission allowance market BWA Group plc
participant, auction
platform, auctioneer, or auction monitor
LEI 213800XG3K7PTAAG8630
Description of the financial instrument, type of Ordinary shares of 0.5p
instrument each
Identification code ISIN: GB0033877555
Nature of the transaction Conversion of Loan Notes
Price(s) and 39,932,408
volume(s) Ordinary Shares at 0.5p
per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 31 December 2021
Place of the transaction N/A
Ends -
END
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