Second Interim Financial Results for the Six Months to 31 December 2022
28/06/2023 07:30
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
28 June 2023
BWA Group PLC
(“BWA” or the “Company”)
Second Interim Financial Results for the Six Months to 31 December 2022
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 its unaudited financial results for
the second interim period of six months to 31 December 2022, following the
announcement of the extension of its financial reporting period to 30 June
made on 19 June 2023. The Company announced its unaudited financial results
for the first interim period of the six months to 30 June 2022 on 29 September
2022, and expects to publish its audited financial results and report for the
18 months to 30 June 2023 during 4Q2023.
A version of this announcement including maps and photographs can be viewed on
the Company’s website, http://www.bwagroupplc.com/bwa-announcements.html
Chairman’s Statement
The Company has continued to invest in the rutile sands project
in Cameroon through our 90 per cent owned subsidiary, BWA Resources (UK)
Limited (“BWAR”), and its two Cameroon domiciled subsidiaries, as
announcements over the last 12 months attest. Whereas activity in the other
100 per cent subsidiary company in Canada, Kings of the North Corporation
Inc. (“KOTN”), has been limited to maintaining the licences in the two
remaining claim areas, Winterhouse and Isoukustouc, in the registered
ownership of KOTN, with the Canadian government mining registry and ensuring
that all licence fees are paid and the claims in good order.
Significantly, since the pervious First Interim Results announcement, BWAR
through its two Cameroon subsidiaries has been awarded three additional
licences for heavy mineral sands, primarily rutile, taking the total to five
licences, totalling 1,269 sq. kms, and now hold licences to: Nkoteng 1 Nkoteng
2, Dehane 1, Dehane 2, and Dehane 3. There are two additional permits
currently applied for: Songloulou 1 and Songloulou 2, totalling a further
1,000 sq. kms.
BWAR has carried out further exploration work on the two claims at Nkoteng and
Dehane to which it has been granted exploration rights. The initial results
from the first surveys have been announced to the market and are published on
the Company website, www.bwagroupplc.com/announcements.
Due to the encouraging results from the original wide spaced reconnaissance
pitting work, follow up closer-spaced mechanised auger drilling was carried
out in Cameroon in the spring, primarily on Nkoteng 1 licence, testing an
approximate 5km long target area for the potential development of initial
heavy mineral resource estimates. The results of granulometric and size
fractioning studies completed by BWA on 20 selected samples from this
exploration work were published in late June 2022, the highlights of which
are:
* Rutile is most abundant mineral, especially concentrated within the sand
size fraction -600 to +180 µm.
* Major ilmenite was also observed.
* Minor HMS also observed in -150 µm size fraction.
* Minor kyanite observed in weathered clays.
* Plastic clays contain elevated ilmenite in select areas.
* Implications of the granulometric studies are not yet fully recognised,
although suggest distinctive mineralised size fractions and preferred host
strata.
Duplicate portions of samples used in granulometric studies, have been
selected and shipped for submission to a specialist laboratory
in Germany for heavy mineral separation and mineral composition test work,
with results expected Q2 2023.
On 6 April 2023, BWA announced the results of its reconnaissance site visit on
its recently approved Dehane 2 rutile sands Licence, located in Central
Cameroon (“Dehane 2” or the “Dehane Project”).
The Dehane 2 licence covers an area of 54 km2 and includes an additional 14
km of strike length of the Nyong river system, an area known to be prospective
for Ilmenite, Rutile, Zircon and Kyanite heavy mineral sand mineralisation.
Moreover, the licence covers some 20 km of the mouth of the Nyong River and
estuarine environment as it empties into the Gulf of Guinea. A river mouth
can lead to a change in flow conditions that can cause the fluvial system to
deposit any supplementary sediment including heavy mineral sand (HMS) it is
carrying, where potentially economic accumulations of HMS are found within the
lowest energy zone on the beach, the swash zone.
The field party observed coarse and medium grained rutile, ilmenite and
kyanite in numerous thin continuous horizons, stacked upon each other
throughout the riverbanks and beach sands.
The prolific amount of heavy sand mineralisation along the riverbeds and
towards the mouth of the Nyong River was very noticeable and provides
encouraging evidence for the potentially economic accumulations of heavy
mineral sands within this marine/estuarine environment and certainly justifies
the licence acquisition and further follow up exploration.
On 27 April 2023 BWA announced positive results from its Dehane 2 licence
area.
The auger sample (DH2_001) from the RNS of 6 April 2023 underwent
granulometric testwork involving sieve sized fraction studies and panned
concentration, completed by BWA using the facilities at Afrigeolabs,
Yaoundé, Cameroon. From field observations, sand is logged for the entirety
of the 1.90 m deep auger hole. The particle size analysis is presented in the
table below and shows that this sample is composed of six particle size
fractions. Some 93% of the grains have a size between 180 and 600 microns,
defined by Wentworth (1922) as medium to fine sand.
Mineralogically, rutile is the dominant heavy mineral in the coarse fractions
and is in most of the fractions above 1000 microns, 600 microns and 355
microns, i.e., up to approximately 40% of the sieved sample. Kyanite crystals
are also visible in this grain size range. In the (+) 180-micron fractions,
ilmenite becomes the dominant mineral although rutile is still clearly
visible, and in the smaller fractions (+ 150 microns and + 75 microns)
ilmenite is predominant.
Using a high-resolution camera, a yellow mineral in this grain size range was
also observed, which could potentially be monazite. However, further studies
and analytical testwork is required to confirm the presence of monazite.
Highlights:
* Rutile most dominant (heavy) mineral in fractions above 1000 microns, 600
microns and 355 microns, i.e., up to approximately 40% of the sample.
* Ilmenite and rutile observed in smaller fractions.
* Implications of the granulometric studies are as yet not fully recognised,
although are encouraging and certainly justifies the licence acquisition and
follow up exploration and testwork.
* Abundance of heavy minerals observed in panned concentrates (presented in
table below).
* Possible monazite observed and is found (like rutile) in the fractions above
1000, 600 and 355 µm. Further studies and analytical testwork is required to
verify the observations.
During the period covered by these Interim results, BWA has raised an
additional £74,000 in the form of Convertible Loan Notes and Short-Term
Loans, to continue its Cameroon exploration program. Also, BWA has continued
also to realise its shareholding in St-Georges Eco-Mining Corp (“St
Georges”) from KOTN and the proceeds from realising part of its portfolio of
investments has provided funds for the development of activities
in Canada, Cameroon and the UK.
In Canada we continue to consult with our legal advisers regarding potential
claims against St Georges, its directors, staff, and others and it is noted
that at the end of these Interims period, SX has subsequently commenced a
related action against BWA in the UK for performance against BWA to enforce a
conversion notice of Convertible loan Notes into BWA ordinary shares. BWA is
defending the action on the grounds that these securities are the subject of
its action against SX in Canada and the SX litigation will fall away on
settlement of the Canadian claim. Notwithstanding that, BWA and SX are
continuing with discussions between directors and their respective solicitors.
After the period under review, BWA has been granted 2 additional HMS licences
in Cameroon, designated as Nkoteng 2 and Dehane 2, virtually doubling its
total exploration area from 721 Sq. Km to 1,269 Sq. Km. It is the Board’s
intention to seek the necessary funding to undertake field exploration and
complete an initial JORC Mineral Resource Estimate and Preliminary Economic
Assessment on theDehane 1 permit, by end-Q1 2024, and commence reconnaissance
exploration work on the newly granted licences.
In view of the granting of the two additional licence areas the board has
released provisions totalling £270,000 made against the investment
in Cameroon at the last year end.
The Board continues to show their confidence in the future direction of the
Company by capitalising one-half of their fees into new Ordinary Shares.
Richard Battersby, who has been Chairman of BWA for many years, indicated to
the Board that he wished to retire and as a result, stood down as Chairman on
29 July 2022 and retired from the Board on 1 December 2022. The Board takes
this opportunity to thank him for all his efforts on the Group’s behalf and
wishes him well in his retirement. I have been appointed Interim Chairman,
pending further changes to the Board in due course.
James Butterfield, Interim Chairman
The Board 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/Lauren Wright
INCOME STATEMENT
Notes 6 months ended 31 December 2022 Unaudited £ 6 months ended 30 June 2022 Unaudited £ Year ended 31 December 2021 Audited £
Administrative expenses (265,729) (268,370) (747,430)
Administrative expenses – release of provision - 270,000 -
(265,729) 1,630 (747,430)
Other operating income 160,000 200,880 240,000
Gain/(loss) on disposal of investments (256) (22,069) 56,760
Gain/(loss) on revaluation of investments 242 (2,090) 567,529
Operating profit/(loss) (105,743) 178,351 116,859
Interest receivable and similar income 1 2 5,707
(105,742) 178,353 122,566
Interest payable and similar expenses (19,994) (3,791) (42,876)
Profit/(loss) on ordinary activities
before and after taxation and retained
for the period (125,736) 174,562 79,690
Earnings/(loss) per ordinary share:
Basic (pence) 2 (0.03) 0.04 0.03
Diluted (pence) 2 (0.01) 0.02 0.01
All amounts relate to continuing activities.
STATEMENT OF OTHER COMPREHENSIVE INCOME
Notes 6 months ended 31 December 2022 Unaudited £ 6 months ended 30 June 2022 Unaudited £ Year ended 31 December 2021 Audited £
Profit/(loss) for the period (125,736) 174,562 79,690
Other comprehensive income - - -
Total comprehensive profit/(loss)
for the period (125,736) 174,562 79,690
BALANCE SHEET
Notes At At At
31 December 2022 30 June 2022 31 December 2021
Unaudited £ Unaudited £ Audited £
Fixed Assets
Investments 2,515,600 2,381,769 1,980,034
Current Assets
Debtors and prepayments 52,943 57,347 48,402
Cash at bank and in hand 4,438 61,470 49,952
57,381 118,817 98,354
Creditors: amounts falling due
within one year (324,466) (140,521) (120,809)
Net current assets/(liabilities) (267,085) (21,704) (22,455)
Total assets less current liabilities 2,248,515 2,360,065 1,957,579
Creditors: amounts falling due
after one year (36,921) (39,485) (45,021)
Net assets 2,211,594 2,320,580 1,912,558
Capital and reserves
Called up share capital 3 2,279,484 2,002,489 1,972,239
Share premium 4 23,858 23,858 23,858
Capital redemption reserve 4 288,625 288,625 288,625
Other reserve 4 (3,306,383) (3,305,823) (3,243,709)
Equity reserve 4 4,310,948 4,571,193 4,367,983
Retained earnings 4 (1,384,938) (1,259,762) (1,496,438)
Shareholders’ funds 2,211,594 2,320,580 1,912,558
CASH FLOW STATEMENT
Notes 6 months ended 6 months ended Year ended
31 December 2022 30 June 2022 31 December 2021
Unaudited £ Unaudited £ Audited £
Cash flows from operating activities (39,028) (163,506) (384,931)
Cash flows from investing activities
Purchase of fixed asset investments - - (321,785)
Sale of fixed asset investments 2,105 79,253 1,018,595
Loans to subsidiary undertakings (33,000) (98,669) (273,017)
Interest received 1 2 5,707
Net cash from investing activities (30,894) (19,414) 429,500
Cash flows from financing activities
New loans in period 16,000 - -
Loans repaid (3,110) (5,562) (41,000)
Loan note proceeds received - 200,000 45,000
Net cash from financing activities 12,890 194,438 4,000
Increase in cash and
cash equivalents (57,032) 11,518 48,569
Cash and cash equivalents at
beginning of period 61,470 49,952 1,383
Cash and cash equivalents at end of period 4,438 61,470 49,952
Notes to the Financial Statements
1. Status of these accounts
The interim accounts for the period from 1 July 2022 to 31 December 2022 are
unaudited. The financial information set out in this statement does not
constitute statutory accounts within the meaning of the Companies Act 2006.
1. Earnings per ordinary share
Basic and diluted earnings per share figures are based on the following
profits / (losses) and numbers of shares:
6 months ended 31 December 2022 Unaudited £ 6 months ended 30 June 2022 Unaudited £ Year ended 31 December 2021 Audited £
Profit/(loss) before tax £(125,736) £174,562 £79,690
Weighted average number of shares for the purpose of basic earnings per share 438,165,065 398,032,145 310,318,603
Effect of dilutive securities 635,351,085 635,611,330 602,277,997
Weighted average number of shares for the purpose of diluted earnings per share 1,073,516,150 1,033,643,475 912,596,600
Share capital
At 31 December 2022 Unaudited At 30 June 2022 Unaudited At 31 December 2021 Audited
Allotted, called up and fully paid £2,279,484 £2,002,489 £1,972,239
Number of ordinary shares of 0.5p 455,896,891 400,497,891 394,447,891
At At At
31 December 2022 30 June 2022 31 December 2021
Unaudited £ Unaudited £ Audited £
4. Reserves Capital
Share premium redemption reserve Other reserve Equity reserve Retained Earnings Total
£ £ £ £ £ £
At 1 January 2021 15,608 288,625 (3,300,724) 4,742,058 (1,519,113) 226,454
Profit for the period - - - - 79,690 79,690
Issue of share capital Loan note interest 8,250 - - - - - - 30,100 - - 8,250 30,100
Conversion of loan notes - - - (404,175) - (404,175)
Reserves transfer - - 57,015 - (57,015) -
At 31 December 2021 23,858 288,625 (3,243,709) 4,367,983 (1,496,438) (59,681)
Profit for the period - - - - 174,562 174,562
Loan notes issued - - - 200,000 - 200,000
Loan note interest - - - 3,210 - 3,210
Reserves transfer - - (62,114) - 62,114 -
At 30 June 2022 23,858 288,625 (3,305,823) 4,571,193 (1,259,762) 318,091
Loss for the period - - - - (125,736) (125,736)
Conversion of loan notes - - - (260,245) - (260,245)
Reserves transfer - - (560) - 560 -
At 31 December 2022 23,858 288,625 (3,306,383) 4,310,948 (1,384,938) (67,890)
5. Valuation of Investments
The whole of the Company's investment in Cameroon, including loans made to BWA
Resources (UK) Limited and BWA Resources (Cameroon) Limited, is carried in the
balance sheet at £1,097,020. The Company's investment in Kings of the North
Corp (‘KOTN’) is valued at £1,418,000. The valuation of unlisted
investments requires the Directors to make judgements, estimates and
assumptions that are believed to be reasonable under the circumstances, but
which affect the reported fair value of those investments. The recoverability
of the investments in Cameroon and KOTN is dependent on the future
profitability of the underlying businesses. The Directors have reviewed the
current position and, after taking into account a number of factors, believe
that the valuations at 31 December 2022 remain appropriate.
6. Related Party Transactions
During the second interim period, the Company issued the following shares in
part settlement of director fees.
Name Value Number of Shares
R Battersby £5,250 1,050,000
A Borrelli £3,125 625,000
J Butterfield £5,250 1,050,000
J Hogg £3,125 625,000
In addition, the Company was advanced the following amounts on a short-term
basis during the second interim period by its directors and a subsidiary
director.
Name Value
R Battersby £4,500
A Borrelli £3,500
J Butterfield £4,500
J Hogg £3,500
R Howe £3,000
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