BWA Group PLC - Conversion of Loan Note and Update on Funding PR Newswire

31 October 2019

BWA GROUP PLC

(“BWA” or the “Company”)

Conversion of Loan Notes and Update on Funding; Total Voting Rights

Conversion of Loan Notes

BWA Group plc, the NEX Exchange traded investment company with interests predominately in mining resources, announces that it has received notice from St-Georges Eco-Mining Corp (“St Georges”) to convert £300,000 of the £2.45 million unsecured convertible loan notes (“Convertible Loan Notes”) issued to St Georges as consideration for the acquisition by the Company of Kings of the North Corp (“KOTN”) earlier in 2019.

The Convertible Loan Notes have been converted at a price of £0.005 and 60,000,000 ordinary shares of £0.005 each in the Company (“Ordinary Shares”) have therefore been allotted to St Georges. Application will be made for the Ordinary Shares to be admitted to trading on the NEX Exchange Growth Market and admission is expected to become effective on 6 November 2019. Following the allotment of these Ordinary Shares, St Georges is interested in 60,000,000 Ordinary Shares, representing 23.75% of the Company’s enlarged issued share capital.

The Directors of BWA believe that the conversion of Convertible Loan Notes by St Georges  is a strong indication of the level of support between the two companies and they welcome St Georges as a significant shareholder in BWA.

Directors' Interests

Following the issue of Ordinary Shares to St Georges, the interests of the Directors of BWA in the capital of the Company are:


Director            Number of Ordinary % of Issued Share Ordinary Shares under
                          Shares            Capital             Option

Richard Battersby *     43,118,982           17.07             5,871,262

Vilhjalmur Thor             -                  -                   -
Vilhjalmsson

James Butterfield       42,575,301           16.85             5,871,262

Alex Borrelli           25,202,618           9.98              5,871,262



*The shares in which Richard Battersby is beneficially interested are registered in the names of HSBC Global Nominees Limited and Canaccord Genuity Wealth Management Nominees Limited as nominee for Bath Group Limited.

Update on Funding

The Directors of BWA announce that settlement has not yet been received for £88,000 of the £100,000 of Convertible Loan Notes issued for cash at the time of the acquisition of KOTN.  BWA has secured a binding corporate guarantee that the remaining funds will be received by 18 November 2019. The delay in receiving these funds will not have any impact on the Company’s working capital position.

Total Voting Rights

Following the issue of Ordinary Shares referred to above, the Company has 252,622,671 Ordinary Shares in issue, each share carrying the right to one vote. The figure of 252,622,671 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 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

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.