BWA Group PLC - Result of GM, Director Appointment & Issue of Equity PR Newswire

1 October 2019

BWA GROUP PLC
(“BWA” or the “Company”)

Result of General Meeting, Appointment of a Director and Issue of Equity

The Directors of BWA are pleased to announce that, at the General Meeting of the Company held today, all the resolutions were duly passed.

Accordingly, the acquisition by the Company of Kings of the North Corp. (“KOTN”), which owns five groups of mineral exploration licences in Canada, has now been completed (the “Acquisition”). Following completion, the Directors propose that work will be undertaken on KOTN’s licence areas over the next 12 to 18 months to confirm technical information and development plans for the sites.

The Directors are also pleased to announce that Vilhjalmur (Villi) Thor Vilhjalmsson has been appointed as Chief Executive Officer of the Company. Mr Vilhjalmsson has over 25 years of mining experience in Iceland, Greenland, across Europe and Africa. He has served as a senior manager or director in green field exploration projects, as well as mining services and mine build-up. Mr Vilhjalmsson has a diploma in business administration from the University of Bifrost, Iceland. He is currently a director of Canadian Securities Exchange listed St-Georges Eco-Mining Corp and a number of private companies.

In connection with the Acquisition, the Company has raised £100,000 through a subscription for Convertible Loan Notes, including a subscription of £50,000 by Mr Vilhjalmsson.

In addition, a total of 72,090,838 ordinary shares of 0.5p each in the Company (“Ordinary Shares”) have been issued to Directors in settlement of outstanding remuneration and the repayment of loans. Application has been made for the Ordinary Shares to be admitted to trading on the NEX Exchange Growth Market and dealings in the Ordinary Shares are expected to commence on 1 October 2019.

Following this issue of Ordinary Shares, the Company has 192,622,671 Ordinary Shares in issue, each share carrying the right to one vote. The figure of 192,622,671 should 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 Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

The proxy voting results for the resolutions proposed at the General Meeting were as follows:


Resolution Votes for* % of votes Votes against % of votes    Votes Total votes
                            cast                     cast withheld        cast

    1      61,579,704      99.01       600,013       0.96        -  62,179,717

    2      62,179,717     100.00             -          -        -  62,179,717

    3      61,579,704      99.01       600,013       0.96        -  62,179,717

    4      61,579,704      99.01       600,013       0.96        -  62,179,717



* ”Votes for” include votes which gave the Chairman or other Directors discretion.

The Directors of BWA are responsible for the contents of this announcement.

For further information please contact:

BWA Group PLC
Richard Battersby (Non-Executive Chairman)
07836 238 172
Vilhjalmur Thor Vilhjalmsson (Chief Executive Officer)
00 354 869 7296

Peterhouse Capital Limited
Mark Anwyl
020 7469 0930

Save as set out below, there is no further information regarding Vilhjalmur Thor Vilhjalmsson that is required to be disclosed pursuant to Appendix 1, Table A, paragraph 5.1.2 of the NEX Exchange Growth Market – Rules for Issuers.


Current Directorships                                  Past Directorships

North Atlantic Mining Associates Ltd North Atlantic Mining Associates ehf

JV Capital Ltd                                                  Birta Ltd

Melville Bay Ltd                                       NAMA Resources plc

Iceland Resources ehf                                       NAMA Coal Ltd

JV Capital ehf                                         NAMA East Asia Ltd

Eldgjá ehf

African Minerals Ventures Ltd

St Georges eco mining Ltd

JV Verktakar ehf

Moberg Capital Ltd

Borealis Commodities Exchange ehf

Array Resources Limited



North Atlantic Mining Associates ehf went into administration in Iceland on 13 February 2014 and was liquidated on 8 December 2015 with a deficit of less than £500,000.


Notification and public disclosure of transactions by persons discharging
  managerial responsibilities and persons closely associated with them.

1  Details of the person discharging managerial responsibilities / person
   closely associated

a) Name                            RICHARD BATTERSBY

2  Reason for the notification

a) Position/status                 Director of BWA Group plc

b) Initial notification /Amendment
                                   Initial

3  Details of the issuer, emission allowance market participant, auction
   platform, auctioneer or auction monitor

a) Name                            BWA Group plc

b) LEI                             213800XG3K7PTAAG8630

4  Details of the transaction(s): section to be repeated for (i) each
   type of instrument; (ii) each type of transaction; (iii) each date;
   and (iv) each place where transactions have been conducted

a) Description of the financial
   instrument, type of instrument  Ordinary shares of 0.5p each
   Identification code



                                   ISIN: GB0033877555

b) Nature of the transaction       Allotment of Ordinary Shares in
                                   settlement of outstanding remuneration
                                   and repayment of loans

c) Price(s) and volume(s)          26,358,160 Ordinary Shares at 0.5p per
                                   share

d) Aggregated information
   - Aggregated volume
   - Price                         N/A

e) Date of the transaction         30 September 2019

f) Place of the transaction        NEX Exchange Growth Market



   


Notification and public disclosure of transactions by persons discharging
  managerial responsibilities and persons closely associated with them.

1  Details of the person discharging managerial responsibilities / person
   closely associated

a) Name                            ALEX BORRELLI

2  Reason for the notification

a) Position/status                 Director of BWA Group plc

b) Initial notification /Amendment
                                   Initial

3  Details of the issuer, emission allowance market participant, auction
   platform, auctioneer or auction monitor

a) Name                            BWA Group plc

b) LEI                             213800XG3K7PTAAG8630

4  Details of the transaction(s): section to be repeated for (i) each
   type of instrument; (ii) each type of transaction; (iii) each date;
   and (iv) each place where transactions have been conducted

a) Description of the financial
   instrument, type of instrument  Ordinary shares of 0.5p each

   Identification code


                                   ISIN: GB0033877555

b) Nature of the transaction       Allotment of Ordinary Shares in
                                   settlement of outstanding remuneration
                                   and repayment of loans

c) Price(s) and volume(s)          22,823,648 Ordinary Shares at 0.5p per
                                   share

d) Aggregated information
   - Aggregated volume
   - Price                         N/A

e) Date of the transaction         30 September 2019

f) Place of the transaction        NEX Exchange Growth Market



   


Notification and public disclosure of transactions by persons discharging
  managerial responsibilities and persons closely associated with them.

1  Details of the person discharging managerial responsibilities / person
   closely associated

a) Name                            JAMES BUTTERFIELD

2  Reason for the notification

a) Position/status                 Director of BWA Group plc

b) Initial notification /Amendment
                                   Initial

3  Details of the issuer, emission allowance market participant, auction
   platform, auctioneer or auction monitor

a) Name                            BWA Group plc

b) LEI                             213800XG3K7PTAAG8630

4  Details of the transaction(s): section to be repeated for (i) each
   type of instrument; (ii) each type of transaction; (iii) each date;
   and (iv) each place where transactions have been conducted

a) Description of the financial
   instrument, type of instrument  Ordinary shares of 0.5p each
   Identification code



                                   ISIN: GB0033877555

b) Nature of the transaction       Allotment of Ordinary Shares in
                                   settlement of outstanding remuneration
                                   and repayment of loans

c) Price(s) and volume(s)          22,909,030 Ordinary Shares at 0.5p per
                                   share

d) Aggregated information
   - Aggregated volume
   - Price                         N/A

e) Date of the transaction         30 September 2019

f) Place of the transaction        NEX Exchange Growth Market



Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.