BWA Group PLC Board Change, Business & Funding Update
December 05 2022 - 1:00PM
UK Regulatory
TIDMBWAP
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11
OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
5 December 2022
BWA Group PLC
("BWA" or the "Company")
Business & Funding Update
Board Change
BWA Group PLC [AQSE: BWAP], which has mineral exploration licences in
both Cameroon and Canada at various stages of development and is quoted on
London's AQSE Growth Market, announces an update on various matters.
Business & Funding Update
The position set out in the announcements of 13 October 2022 and 18 November
2022 is materially unchanged. The board of directors of the Company (the "
Board") continues to review alternative sources of capital for the Company.
These include, but are not limited to:
* Further issues of Loan Notes;
* Disposals of assets; and
* Seeking additional capital at a subsidiary level.
Such investment could be into BWA, its subsidiaries or directly into projects.
The Board is cognisant of the current difficulties in raising funds on public
equity markets and is taking appropriate professional advice.
As at 30 November 2022, the Company had cash balances of £6,709 and net current
liabilities of £167,547. The Board continues to seek to minimise any further
expenditure until a solution can be found.
The Company is hopeful that additional exploration licences will be granted
prior to the end of the year to local subsidiary in relation to its Heavy
Mineral Sands Project in Cameroon.
Further to the announcement of 11 August 2022, St-Georges Eco-Mining Corp. ("
SGEM"), has commenced legal action in regard to their request to convert part
of their holding of convertible loan notes ("CLN") issued in partial
consideration of the Company's acquisition of Kings of the North Corp. in 2019,
the acquisition of which is the subject of an existing legal action by the
Company (previously announced on 31 December 2021).
Following consultation with the Company's lawyers in both the UK and Canada,
the Company declined to accept the request until its existing legal action in
Canada is concluded as the CLN form an integral element of the action. SGEM
have sought to convert the maximum proportion of their holding of £2,151,409
convertible loan notes (full details of which were announced on 5 September
2019, including the maximum level of the Company's voting rights that they may
hold at any one time). In addition to the CLN forming the major asset within
the Canadian litigation, the quantum of the CLN conversion request of 29 July
2022, would have exceeded the 29% maximum the connected parties could hold.
Subsequent attempts to reissue the CLN conversion notice outside the permitted
30-day conversion window provided in each year have been rejected by the
Company for that reason and for the fact that they have issued a variable CLN
conversion request. To be valid a CLN conversion notice requires to be issued
within the permitted 30-day window and for a specific amount of shares, which
SGEM, together with associates, directors and other connected parties shall not
exceed a total permitted holding in BWA ordinary shares of in excess of 29%.
Further updates will be made as matters develop.
Board Change
Further to the announcements of 29 July 2022 and 1 November 2022, regarding
Richard Battersby's retirement, he has left the board with effect from 1 of
December 2022.
Resignation of Auditors
MHA MacIntyre Hudson, the Company's auditors, have informed the Board that they
are resigning from their role and will not be undertaking the independent audit
for the current financial year. No matters have been raised in relation to
Section 519 of the Companies Act 2006. The Board will seek the appointment of
new auditors and will provide an update at the appropriate time.
The Directors of BWA are responsible for the contents of this announcement.
Ends -
For further information:
BWA Group PLC +44 7770 225253
James Butterfield enquiries@bwagroupplc.com
Interim Chairman
Allenby Capital Limited +44 20 3328 5656
Corporate Adviser
Nick Harriss/Freddie Wooding
END
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