Subscription for New Shares & Holdings in the Company

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

30 June 2023

BWA Group PLC

 (“BWA” or the “Company”)    

Subscription for New Shares

Holdings in the Company

 

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, is pleased to announce that it has raised
£175,000 through the subscription of new ordinary shares of 0.5 pence each
(“Ordinary Shares”) from existing shareholders (the “Subscription”).

 

Under the subscription, a total of 35,000,000 new Ordinary Shares at a price
of 0.5 pence per share (“Subscription Shares”) will be issued. It is
expected that the funds raised under the Subscription will be utilised for
general working capital purposes.

 

The subscriptions are from three existing significant shareholders, Mike Cass,
Jonathan Wearing and former Chairman Richard Battersby. This step is regarded
by the board of directors (the “Board”) as the first in a series of steps,
initially to provide the Company with adequate working capital for the
immediate future, and thereafter, to provide the necessary investment and
funding to enable BWA, via its Cameroon operations to achieve Initial Mineral
Resource Estimates (MRE), and Preliminary Economic Assessment (PEA), prepared
and reported in accordance with JORC Code (2012).

 

The Board has received initial indications of funding support from the above
major shareholders, who on their own or together with other investors, will
provide the necessary funding so to enable BWA to significantly advance its
five Cameroon Heavy Mineral Sands licences.

 

 

 Shareholder    Amount Subscribed  Current Shareholding  Subscription Shares  Enlarged Shareholding  % of Enlarged Share Capital  
 D M Cass       £81,250            33,532,022            16,250,000           49,782,022             10.02%                       
 J Wearing 1    £81,250            20,290,000            16,250,000           36,540,000             7.36%                        
 R Battersby 2  £12,500            94,676,314            2,500,000            97,176,314             19.57%                       

 
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.
 

As Mr Battersby has an existing interest in more than 10% of the Company’s
Ordinary Shares, the Subscription constitutes a related party transaction
under the AQSE Growth Market Access Rules.  The Board has concluded, having
exercised reasonable care, skill and diligence, that the related party
transactions are fair and reasonable as far as the shareholders of the Company
are concerned.

 

The Subscription Shares will be allotted under the Company’s existing
unspent share issue authorities and are expected to be admitted to trading on
the AQSE Growth Market on 6 July 2023 (“Admission”).  On Admission, the
Company will have 496,658,507 Ordinary Shares in issue, each with one voting
right. The Company does not hold any shares in treasury and therefore the
total number of voting rights in the Company is 496,658,507. This figure
should be used by shareholders from Admission 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 Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

 

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                                

 

Note

Heavy Mineral Sands are typically predominantly Rutile, Ilmenite, Kyanite and
Zircon, which all have significant uses in present manufacturing, energy
storage, paint, and medical and EV’s and for which there is significant and
growing demand:

Rutile - Natural rutile is the cleanest, purest form of titanium dioxide and
titanium minerals are sold as pigments for plastics, paper and paints, but
also growing market in titanium metals and for EV’s, medical equipment and
welding products.

Ilmenite – A Secondary source of titanium after processing.

Zircon - Growing demand for industries in consumer electronics and ceramics.

Kyanite - Refractories used in ceramics, precision castings, and refractory
additives and most recently in geothermal heat storage facilities.

 

 



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