BWA Group Plc Issue of Equity - Closing of first round of subscriptions

 
TIDMBWAP 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 
OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310. 
 
7 December 2023 
 
BWA Group PLC 
 
("BWA", the "Group", or the "Company") (AQSE: BWAP) 
 
Closing of first round of subscriptions 
 
BWA Group Plc [AQSE: BWAP], which holds mineral exploration licences in both 
Cameroon and Canada and is quoted on London's AQSE Growth Market, is pleased to 
announce, further to the notification of 3 November 2023 (the "Notification"), 
the closing of the first round of subscriptions (the "First Closing") for new 
ordinary shares of 0.5p each ("Ordinary Shares"). As set out in the 
Notification, the new Ordinary Shares are being issued at a price of 0.5p per 
Ordinary Share, accompanied by warrants in the ratio of 1 for 2 ordinary shares 
subscribed, exercisable into Ordinary Shares at a price of 0.6p per share until 
31 October 2024 and 0.75p per share thereafter until 31 October 2026 ("New 
Shares"). 
 
At the First Closing, the Company has raised a total of £457,000 through 
subscriptions for a total of 91,400,000 New Shares (the "Subscriptions"). The 
Subscriptions have been received from all three member of the board and 
directors (the "Board") and two existing substantial shareholders. The Board 
expects to have a second and final closing round of subscriptions for New Shares 
on 31 December 2023.  The use of funds is as set out in the Notification. 
 
The New 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 12 December 2023 ("Admission").  On Admission, the revised shareholdings of 
the Directors and Significant Shareholders, will be, to the best knowledge of 
the Company, as follows: 
 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Name           |Current     |% of Current |New Shares|Enlarged    |% of 
Enlarged| 
|               |Shareholding|Share Capital|          |Shareholding|Share 
Capital| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Directors      |            |             |          |            | 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|James          |57,618,739  |11.28%       |200,000   |57,818,739  |9.85% 
| 
|Butterfield    |            |             |          |            | 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Jonathan       |36,540,000  |7.16%        |60,000,000|96,540,000  |16.45% 
| 
|Wearing1       |            |             |          |            | 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|John Byfield   |5,440,000   |1.07%        |200,000   |5,640,000   |0.96% 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Significant    |            |             |          |            | 
| 
|Shareholders   |            |             |          |            | 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Richard        |98,337,890  |19.26%       |1,000,000 |99,337,890  |16.93% 
| 
|Battersby2     |            |             |          |            | 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|G & O Energy   |57,000,000  |11.16%       |          |57,000,000  |9.71% 
| 
|Investments    |            |             |          |            | 
| 
|Limited        |            |             |          |            | 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Mr D M Cass    |49,782,022  |9.75%        |30,000,000|79,782,022  |13.60% 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Alex Borrelli  |35,438,469  |6.94%        |          |35,438,469  |6.04% 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Gudmundur      |32,049,000  |6.28%        |          |32,049,000  |5.46% 
| 
|Svavarsson     |            |             |          |            | 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Mr J Harvey    |23,285,193  |4.56%        |          |23,285,193  |3.97% 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
|Vilhjalmur Thor|20,859,200  |4.08%        |          |20,859,200  |3.55% 
| 
|Vilhjalmsson   |            |             |          |            | 
| 
+---------------+------------+-------------+----------+------------+------------ 
-+ 
 
 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. 
 
The issue of the New Shares 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 transaction are 
fair and reasonable as far as the shareholders of the Company are concerned. 
 
On Admission, the Company will have 602,081,547 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. 
 
Any shareholder, however, who may wish to subscribe for New Shares may express 
an interest to the Company by emailing 
[e-mail] (http://about:blank). 
 
The Board are responsible for the contents of this announcement. 
 
For further information on the Company, please visit: 
 
http://www.bwagroupplc.com/index.html (http://about:blank) 
 
or contact: 
 
BWA Group PLC              [phone] 
 
James Butterfield          [e-mail] 
 
Chairman 
Jonathan Wearing 
 
Director 
Allenby Capital Limited    [phone] 
 
Corporate Adviser 
 
Nick Harris/Lauren Wright 
 
 
 
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   BWA Group Plc 
allowance market participant, 
auction 
platform, auctioneer, or auction 
monitor 
LEI                               213800XG3K7PTAAG8630 
Description of the financial      Ordinary shares of 0.5p each 
instrument, type of instrument 
Identification code               ISIN: GB0033877555 
Nature of the transaction         Subscription for Ordinary Shares 
Price(s) and                      200,000 
volume(s)                         0.5p per share 
Aggregated information            N/A 
Aggregated volume 
Price 
Date of the transaction           5 Dec 2023 
Place of the transaction          N/A 
 
Name                              John Byfield 
Reason for notification           Director of BWA Group Plc 
                                  Initial 
Details of the issuer, emission   BWA Group Plc 
allowance market participant, 
auction 
platform, auctioneer, or auction 
monitor 
LEI                               213800XG3K7PTAAG8630 
Description of the financial      Ordinary shares of 0.5p each 
instrument, type of instrument 
Identification code               ISIN: GB0033877555 
Nature of the transaction         Subscription for Ordinary Shares 
Price(s) and                      200,000 
volume(s)                         0.5p per share 
Aggregated information            N/A 
Aggregated volume 
Price 
Date of the transaction           5 Dec 2023 
Place of the transaction          N/A 
 
Name                              Jonathan Wearing 
Reason for notification           Director of BWA Group Plc 
                                  Initial 
Details of the issuer, emission   BWA Group Plc 
allowance market participant, 
auction 
platform, auctioneer, or auction 
monitor 
LEI                               213800XG3K7PTAAG8630 
Description of the financial      Ordinary shares of 0.5p each 
instrument, type of instrument 
Identification code               ISIN: GB0033877555 
Nature of the transaction         Subscription for Ordinary Shares 
Price(s) and                      60,000,000 
volume(s)                         0.5p per share 
Aggregated information            N/A 
Aggregated volume 
Price 
Date of the transaction           5 Dec 2023 
Place of the transaction          N/A 
 
 
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END 
 
 

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December 07, 2023 02:00 ET (07:00 GMT)