Conversion of Loan Notes

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

12 June 2024

BWA Group PLC

 (“BWA” or the “Company”)

    

Conversion of Loan Notes and Director / PDMR Shareholdings

 

BWA (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 that it has allotted a total of
42,430,383 ordinary shares of 0.5 pence each in the Company ("Ordinary
Shares"), at a price of 0.6 pence per share, following the conversion of the
14% Convertible Unsecured Loan Notes (“Loan Notes”) originally issued in
May 2022 (the “Conversion Shares”).  The Conversion Shares have been
allotted in conversion of £200,000 of Loan Notes plus accrued interest since
issue.

 

In addition, a further 1,000,000 Ordinary Shares have been issued in
settlement of £10,000 of liabilities resulting from the short-term unsecured
loans described in the announcement of 28 March 2023 (the “Capitalisation
Shares”).

 

Application will be made for the Conversion Shares and the Capitalisation
Shares (together, the “New Shares”) to be admitted to trading on the AQSE
Growth Market and admission is expected to become effective on 17 June 2024
(“Admission”). 

 

On Admission, the interests of the directors and significant shareholders in
the enlarged issued share capital of the Company are as follows:

 

 Name                              Current Shareholding  % of Current Share Capital  New Shares  Enlarged Shareholding  % of Enlarged Share Capital  
                                                                                                                                                     
 Directors                         207,899,768           26.01%                                  215,848,473            25.62%                       
                                                                                                                                                     
 James Butterfield                 60,969,768            7.63%                       525,290     61,495,058             7.30%                        
                                                                                                                                                     
 Jonathan Wearing 1                141,290,000           17.68%                      7,423,415   148,713,415            17.65%                       
                                                                                                                                                     
 John Byfield                      5,640,000             0.71%                                   5,640,000              0.67%                        
                                                                                                                                                     
 Significant Shareholders                                                                                                                            
                                                                                                                                                     
 St. Georges Eco-Mining Corp       149,224,800           18.67%                                  149,224,800            17.71%                       
                                                                                                                                                     
 Richard Battersby 2               99,337,890            12.43%                      1,058,250   100,396,140            11.91%                       
                                                                                                                                                     
 Mr D M Cass                       79,782,022            9.98%                       31,833,817  111,615,839            13.25%                       
                                                                                                                                                     
 G & O Energy Investments Limited  57,000,000            7.13%                                   57,000,000             6.76%                        
                                                                                                                                                     
 Alex Borrelli                     35,438,469            4.43%                       530,083     35,438,469             4.21%                        
                                                                                                                                                     
 Gudmundur Svavarsson              32,049,000            4.01%                                   32,049,000             3.80%                        

 

 
1. Mr Wearing’s holding includes Tricastle Investments Limited, a company he
controls.
2. Mr Battersby’s holding include shares held by The Bank of New York
(Nominees) Limited and CGWM Nominees Limited as nominees for Bath Group
Limited and Second Neric Limited, both of which companies he controls.
 

Total Voting Rights

 

Following Admission, the Company will have 842,603,530 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
842,603,530 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.

 

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   
  Managing Director                                         
 Allenby Capital Limited       +44 20 3328 5656             
  Corporate Adviser                                         
  Nick Harriss/Lauren Wright                                

 

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                                                                    James Butterfield                    
 Reason for notification                                                 Director of BWA Group Plc            
                                                                         Initial                              
 Details of the issuer, emission allowance market participant, auction   BWA Group Plc                        
  platform, auctioneer, or auction monitor                                                                    
 LEI                                                                     213800XG3K7PTAAG8630                 
 Description of the financial instrument, type of instrument             Ordinary shares of 0.5p each         
 Identification code                                                     ISIN: GB0033877555                   
 Nature of the transaction                                               Conversion of Loan Stock             
 Price(s) and                                                            525,290                              
   volume(s)                                                              Ordinary Shares at 0.6p per share   
 Aggregated information                                                  N/A                                  
  Aggregated volume                                                                                           
  Price                                                                                                       
 Date of the transaction                                                 11 June 2024                         
 Place of the transaction                                                N/A                                  

 

 Name                                                                    Jonathan Wearing                     
 Reason for notification                                                 Director of BWA Group Plc            
                                                                         Initial                              
 Details of the issuer, emission allowance market participant, auction   BWA Group Plc                        
  platform, auctioneer, or auction monitor                                                                    
 LEI                                                                     213800XG3K7PTAAG8630                 
 Description of the financial instrument, type of instrument             Ordinary shares of 0.5p each         
 Identification code                                                     ISIN: GB0033877555                   
 Nature of the transaction                                               Conversion of Loan Stock             
 Price(s) and                                                            7,423,415                            
   volume(s)                                                              Ordinary Shares at 0.6p per share   
 Aggregated information                                                  N/A                                  
  Aggregated volume                                                                                           
  Price                                                                                                       
 Date of the transaction                                                 11 June 2024                         
 Place of the transaction                                                N/A                                  

 

 



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