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DJ BWA Group PLC Proposed Acquisition of Mining Rights

 
TIDMBWAP 
 
30 May 2019 
 
                                 BWA GROUP PLC 
                           ("BWA" or the "Company") 
 
                     Proposed Acquisition of Mining Rights 
 
BWA Group plc, the NEX Exchange Growth Market traded investment company, is 
pleased to announce that the Company has conditionally agreed to acquire the 
whole of the issued share capital of Kings of the North Corp ("KOTN"), a 
Canadian mineral company owning or having rights to five mining projects, 
mainly in Quebec (the "Acquisition").  All these resource areas are focussed 
predominantly on gold. KOTN is presently majority owned by St-Georges 
Eco-Mining Corp ("SX"), a company listed on the Canadian Stock Exchange (CSE: 
SX).  The consideration payable for the Acquisition is Can$7.5 million 
(approximately GBP4.3 million at current exchange rates). 
 
The consideration is expected to be satisfied by the issue to SX and the other 
minority vendors of the sterling equivalent of Can$7.5 million in nominal 
amount of unlisted, unsecured, convertible, interest-free loan notes in BWA, 
with an initial repayment date three years after issue ("Convertible Notes"). 
 The Convertible Notes will include restrictions on conversion such that SX and 
the other minority vendors will not be able to own or control more than 29% of 
the voting rights of BWA.  The Convertible Notes will be convertible into BWA 
shares at a rate equivalent to 0.5p per BWA share or, if higher, the market 
price of a BWA share at the time of conversion. 
 
As part of the Acquisition, it is proposed that BWA will subscribe for 
Can$300,000 worth of shares in SX at a price calculated by reference to the 
market price of the SX shares at the time of issue, subject to a minimum price 
of Can$0.10 per SX share.  The current sterling cost of such shares would be 
approximately GBP170,000.  The subscription price for the SX shares would be 
satisfied in cash. 
 
The Acquisition is conditional, amongst other things, on approval by BWA's 
shareholders and on BWA raising a minimum of GBP500,000 by means of an issue of 
new ordinary shares. 
 
A circular containing further information about the Acquisition and convening a 
General Meeting of the Company is expected to be sent to shareholders in BWA as 
soon as practicable. 
 
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 
 
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. 
 
 
 
END 
 

(END) Dow Jones Newswires

May 30, 2019 03:40 ET (07:40 GMT)