BWA Group PLC - Result of GM, Director Appointment & Issue of Equity
PR Newswire
London, October 1
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 cast | Votes against | % of votes cast | Votes withheld | Total votes 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 Identification code | Ordinary shares of 0.5p each 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 Identification code | Ordinary shares of 0.5p each 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 Identification code | Ordinary shares of 0.5p each 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.
