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DJ BWA Group PLC Proposed GBP4.66m Acquisition of Kings of the North Corp

 
TIDMBWAP 
 
5 September 2019 
 
                                 BWA GROUP PLC 
                           ("BWA" or the "Company") 
 
        Proposed GBP4.66 million Acquisition of Kings of the North Corp. 
 
Further to the Company's announcements of 30 May 2019 and 6 August 2019, BWA is 
pleased to announce that the Company is today posting a circular to 
shareholders in the Company (the "Circular") convening a General Meeting of the 
Company for 11.00 a.m. on 30 September 2019 at which resolutions will be 
proposed to, amongst other things, approve the acquisition by the Company of 
Kings of the North Corp., which owns five groups of mineral exploration 
licences, principally in respect of gold, in Canada. 
 
An extract from the Circular is set out below. A copy of the full text of the 
Circular will be available at www.bwagroupplc.com. 
 
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 
 
"Dear Shareholder 
 
1.               Introduction 
 
The Directors of BWA have for a number of years been seeking a suitable 
acquisition or major investment for the Company with a view to achieving an 
enhancement of Shareholder value. They believe that the transaction described 
in this Circular is capable of meeting that objective. 
 
On 29 May 2019, BWA announced that it had entered into an agreement with 
Canadian Securities Exchange listed St-Georges Eco-Mining Corp (SX) for the 
acquisition of KOTN (the Acquisition).  KOTN owns five groups of mineral 
exploration licences, principally in respect of gold, further information on 
which is set out in paragraph 3 below. The consideration for the Acquisition is 
C$7.5 million (GBP4.66 million). KOTN will have cash balances of C$300,000 at 
Completion. In light of the Acquisition's size in relation to the Company, the 
Acquisition is conditional, amongst other things, on approval by Shareholders 
at the General Meeting, which is being convened for 30 September 2019. 
 
The purpose of this Circular is to outline the background to, and reasons for, 
the Acquisition and explain why the Board consider the Acquisition to be in the 
best interests of the Company and its Shareholders as a whole, and why the 
Directors recommend that you vote in favour of all the Resolutions, as they 
intend to do themselves in respect of the Ordinary Shares beneficially held by 
them. 
 
2.               Background to and Reasons for the Acquisition 
 
Since the formation of the Company, the Directors have sought a suitable 
investment or investments which will be value enhancing for Shareholders and, 
over the years, have made a number of small investments, including in a 
potential mining opportunity in Cameroon, via the Company's subsidiary BWA 
Resources (Cameroon) Ltd (BWA Cameroon). 
 
The Directors believe that the KOTN licences represent the material investment 
that they have been looking for and that the Acquisition meets the objectives 
of the Company's investment strategy, being a sizeable investment in the 
minerals sector, to build upon the existing investment in BWA Cameroon, which 
they believe also has the prospect of enhancing Shareholder value. 
 
The Directors have determined that it would be appropriate for an independent 
valuation report to be prepared based on available data in order for them to 
have the necessary comfort for the consideration to be paid for KOTN.  The 
Valuation Report is summarised in section 3 below, which includes references to 
"NI 43-101" reports, the purpose of which is to provide a summary of material 
scientific and technical information concerning mineral exploration, 
development, and production activities on a mineral property. 
 
3.               Description of the KOTN mineral licences being acquired 
 
BWA commissioned an independent report by SRK Exploration Services Limited 
('SRK') to prepare a technical valuation of the five mineral licence groups 
owned by KOTN. Formed in 2003, SRK is part of the international group holding 
company SRK Consulting (Global) Limited, which began in 1975 and includes over 
1,400 professional personnel in 45 offices in 20 countries on 6 continents 
providing expertise in a wide range of exploration, mining and engineering 
disciplines. SRK specialises in exploration for all metal and industrial 
mineral commodities, elevating projects from the earliest stage of exploration 
through to resource drilling. 
 
A summary of the five mineral Licences groups is set out in Table 1 below:- 
 
Table 1            Kings of the North Concessions and Exploration Stage 
 
     Name           Province             Commodity          Existing NI43-101 
                                                                 Report 
 
  Hemlo North       Ontario                 Gold                   Yes 
     Limb                                                     (dated 7 Dec. 
                                                                  2016) 
 
  Isoukustouc        Quebec         Nickel-Copper-Cobalt           Yes 
                                                             (dated 10 Dec. 
                                                                  2009) 
 
   Villebon          Quebec       Gold -Nickel-Copper-PGE          Yes 
                                                             (dated 10 Dec. 
                                                                  2009) 
 
   Nova Gold         Quebec                 Gold                   No 
 
  Winterhouse        Quebec                 Gold                   No 
    (Maison 
   D'hiver) 
 
SRK have valued each project separately using a combination of the market, cost 
and geoscience appraisal methodologies. From the valuation estimates using each 
approach, SRK has developed a final preferred valuation along with what SRK 
consider to be appropriate ranges for each project (see Table 2), as is defined 
within the VALMIN code (VALMIN Committee of the Australasian Institute of 
Mining and Metallurgy, 2015). 
 
Table 2            SRK Preferred Valuation for the Kings of the North Projects 
 
Preferred Value Hemlo Isoukustouc Villebon Nova Winterhouse  Kings of the 
 Range (CAN$M)  North                      Gold             North Portfolio 
 
Max              2.1      2.4       3.0    0.7     0.29           8.5 
 
SRK Preferred    1.5      2.2       2.7    0.5     0.26           7.2 
 
Min              1.2      2.1       2.5    0.4     0.25           6.4 
 
Notes:     All values are in Canadian Dollars. A degree of rounding has been 
conducted throughout the valuation process. SRK consider any differences this 
may cause to the final valuation figures to be negligible. 
 
From this Table 2, it can be seen that the SRK's Preferred Valuation for the 
five licence area groups is $7.2M Canadian. In determining the SRK Preferred 
Valuation have considered a number of different exploration valuation 
approaches, the derived values by valuation technique are summarised in Table 
3. 
 
Table 3           Comparison of Exploration Valuation Methodology Ranges 
 
    SRK       Hemlo     Isoukustouc  Villebon  Nova Gold  Winterhouse   Kings of 
Valuation     North                                                     the North 
  (CAN$M)                                                               Portfolio 
 
PEM            $1.2        $1.7        $3.5      $0.5        $0.05        $7.0 
Valuation 
 
Min            $1.7        $2.9        $2.3      $0.4        $0.3         $7.6 
Valuation 
 
NPV Max        $26          $38         $53       $16         $5          $138 
Valuation 
 
Technical      $1.5        $2.4        $3.0      $0.5        $0.3         $7.7 
Valuation 
 
Notes:     All values are in Canadian Dollars. A degree of rounding has been 
conducted throughout the valuation process. SRK consider any differences this 
may cause to the final valuation figures to be negligible. 
 
Whilst the SRK preferred valuation at $7.2M Canadian, is calculated with 
reference to the three lowest valuation criteria above, the valuation based on 
the 'NPV Maximum Valuation' totals to $138M Canadian, providing, the Directors 
believe, considerable potential upside movement in valuation. 
 
Below is a summary of the five licence area groups. References to 
'Prospectively' are summarised in the Table below. 
 
Hemlo North Licence Group, Ontario - Prospectivity Strong 
 
Hemlo North property is located in the Superior Province, Wawa Sub-Province. 
The property straddles the northernmost extent of the Heron Bay-Hernia 
greenstone belt which also contains the gold-producing mines of Hemlo, Ontario 
(Fladgate Exploration Consulting Corp., Dec. 2016). The North Property is 
located 45 kilometres northeast of the town of Marathon, Ontario and 17 
kilometres northeast of the Williams Mine operated by Barrick Gold Corporation. 
Barrick's Hemlo gold mine has produced more than 21M oz's of gold and has been 
operating continuously for more than 30 years (https://www.barrick.com/ 
operations/hemlo/default.aspx ). 
 
Isoukustouc Licence Group - Prospectivity Good 
 
The Isoukustouc project is located within the Grenville Geological Province, in 
the North Shore region of north eastern Quebec. The project area is prospective 
for nickel-copper-cobalt and PGE mineralisation with three historical prospects 
located within the claim boundaries. The project area has been subject to 
aerial geophysics and drilling in 2011/2012. 
 
Villebon Project, Quebec - Prospectivity Good 
 
The Villebon project is located near the south-eastern margin of the Abitibi 
Greenstone Belt, in the Vald'Or region of Quebec. The project area is 
prospective for greenstone hosted gold, base metal, nickel and PGE 
mineralisation, with the historically drilled Cere-Villebon Cu/Ni occurrence 
located within the claim boundaries. Gold exploration in 1940 led the 
Geological Survey of Canada to map Villebon Township, produce an aeromagnetic 

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map (1952), followed by further mapping and collection of stream sediments 
(1971). In the mid-1960s, copper-nickel mineralisation was discovered in this 
sector. 
 
The project area was subject to drilling in 2010/2011. 
 
Nova Gold Project, Quebec - Prospectivity Good 
 
The Nova Gold project is located in the Superior Province, Ashunanipi 
Sub-Province in eastern Quebec. This sub-province is under explored but the 
area is host to a number of gold occurrences, discovered in 1986, and active 
gold exploration both within Quebec and neighbouring Labrador. 
 
The project area is split into four blocks of claims. The eastern most two 
contiguous blocks of claims are prospective for banded iron formation ("BIF") 
related gold mineralisation in metamorphosed sedimentary units located at the 
border of Labrador Trough, a younger tectonic belt. Goldcorp's Elenore mine is 
reported to be in a similar metamorphic sedimentary/ mobile belt geological 
setting (St-George Eco Mining Corp, 2018). To the west there are two elongate 
blocks of claims to the west surrounding ground with three gold occurrences, 
one of these claims coincides with the single Baleine Rouge Pb-Zn showing. 
 
Winterhouse (Maison D'Hiver), Quebec - Prospectivity Good 
 
Winterhouse property is located in the Superior Province, Opinaca Sub-Province 
which also hosts Goldcorp's underground Eleonore Gold Mine (3.8Moz Au Proven & 
Probable Reserves, 2018 https://www.goldcorp.com/portfolio/operations/eleonore/ 
default.aspx). This is in the Fermont area of North Eastern Quebec. 
 
The project area is prospective for Archean greenstone hosted gold and base 
metals with a number of high grade occurrences and high grade historical drill 
intersections (at Courcy-2) located approximately 5 km to the west of the 
property (on Stelmine Inc held ground).The Winterhouse Project is summarised in 
a presentation prepared by independent geological consultant J.P. Barrette 
(Barrette, 2018). 
 
Summary 
 
The Directors consider, that in the light of the SRK report and technical 
valuation, the acquisition of these five mining licence areas in Canada 
represent a fair value at the SRK preferred valuation of $7.2M Canadian. 
Further, the SRK report shows that the credit amount available in the 
Exploration Reserve (being the amount already spent on exploration in the 
licence areas) exceeds, in total, the amount required to be spent for the next 
licence renewals, by $950,273 Canadian. The Directors also believe there is 
considerable upside potential based on the maximum NPV SRK valuation of $138M 
Canadian. 
 
Table               Summary of Kings of the North Projects 
 
               Hemlo North    Isoukustouc      Villebon     Nova Gold   Winterhouse    KOTN 
 
 Exploration      Early          Early          Target        Early        Early 
    Stage                                     Definition 
 
Prospectivity Strong, on the      Good           Good         Good         Good 
               northernmost 
              extent of the 
                Heron Bay? 
                  Hemlo 
                greenstone 
                  belt. 
 
 Identified        Yes            Yes            Yes           Yes          Yes 
  Prospects 
 
 Geophysics   Airborne VTEM       Yes            Yes           Yes          Yes 
                  Survey 
 
  Drilling    Historic Scout    Limited        Limited         No           No 
                 Drilling 
 
  Historic          No             No            Yes,          No           No 
   Mineral                                  Non-Compliant 
 Resource or 
   Mineral 
   Reserve 
  Estimates 
 
 Historic of        No             No             No           No           No 
   Current 
 Production 
 
   Primary      Hemlo-Type     Intrusive      Intrusive       BIF /         BIF 
 Exploration  Gold Deposits     related        magmatic    Metamorphic  associated 
    Model                       Ni-Cu-Co       related        Gold      metamorphic 
                             mineralisation    Ni-Cu-Co                    gold 
                                            mineralisation 
 
   Type of    VMS, BIF, Qtz                                     a      Neighbouring 
   mineral     Gold quartz                                                drilled 
occurrence in  vein hosted,                                            intersections 
  vicinity        mafic 
                intrusives 
               Cu-Ni, Ag & 
                minor PGM. 
 
  Adjacent         Yes            Yes            Yes           Yes          Yes 
 Properties 
 
  Range of       Historic     B-40:  3.84%  Non-compliant   Channel:      Au grab 
sample grades intersections: Ni, 17% Cu and   resource:    5.81g/t Au    samples: 
 on property  2.5 m @ 8.2 g/   0.2% Co.      421,840 t @    over 3m,     0.45g/t, 
              t Au, 3.10m @    Mathilda:    0.52% Cu, 0.72 4.42g/t Au  0.34g/t, 0.2g 
               3.9 g/t Au.     0.35% Cu,    % Ni & 1.08 g/ over 0.35m,   /t 0.5g/t 
              Recent samples   0.34% Ni &     t combined   4.83g/t Au  1.7g/t, 0.83g 
                mostly low     0.1% Co,      Pt-Pd (1987)  over 0.9m.  /t, 1.03g/t, 
                  grade.      Manic-3 (Lac                    Grab:       0.12g/t 
                             Louis): up to                  28.66g/t 
                              0.84% Ni, 2%                  Au, 40g/t 
                              Cu, 0.11% Co                 Au, 16.37g/ 
                                                           t Au, 6.9g/ 
                                                           t Au, 2.29g 
                                                             /t Au, 
                                                           3.05g/t Au 
 
  Number of        420             30             32           99           63 
   Claims* 
 
 Earliest &     05/05/2019     16/01/2021     05/10/2019   01/01/2020   24/01/2019 
Latest Claim 
 Expiry Date 
 
 Earliest &     04/04/2020     25/05/2021     16/02/2022   23/09/2020   26/10/2019 
Latest Claim 
 Expiry Date 
 
 Area under       7,342          1,663          1,393         4,865        3,290 
 Claim (Ha) 
 
Required Work    $             $   56,100     $  71,600     $ 13,365     $  8,505 
  Spend for      133,400 
Next Renewal 
 
  Available      $             $  622,922    $    493,931    $    -       $    - 
 Exploration     148,031 
   Reserve 
 
Renewal Fees                    $  1,958       $  2,024    $   13,365   $   14,345 
 
 Net Credit      $14,631        $564,865       $420,307     -$26,730     -$22,850    $950,223 
 
   GESTIM           -        $   1,100,000    $  685,551       $ -        $    - 
  Accepted 
  Incurred 
 Expenditure 
 
 Anticipated   $                $   1.00      $     1.20   $     0.60   $     0.30    $5.10 
Future Spend       2.00 
 (SRK ES) $M 
 
 Impairment                                      1.00 
 Valuation $ 
 
   Royalty          ?          3% NSR on          ?             ?            ? 
                             property. 1.5% 
                             can be bought 
                              back for $3M 
 
GESTIM First                  Affected by:                             Affected by : 
   Nation                     Nittassin de                                 ÉPOG 
 Restriction                  Betsiamites                                agreement 
    Note                       agreement 
 
 Transaction   $2M for 50%, 
  Committed    $4M for 75% 
    Spend 
 
     Buy Back  Yes 25% for 
       Option    $1M + 3x 
               Exploration 
                  Spend 
 
The information set out above in this section 3 has been extracted without 
material adjustment from the Valuation Report. The Valuation Report is 
available for inspection on BWA's website at www.bwagroupplc.com.  SRK have 
given and have not withdrawn their written consent to the inclusion in this 
Circular of the information extracted from the Valuation Report and to the 
references thereto and to their name in the form and context in which they 
appear. 
 
4.               Consideration for the Acquisition 
 
The contract for the Acquisition (the SPA) sets out the terms of the 
Acquisition, subject to Canadian law. Under the terms of the SPA, BWA will 
acquire the entire issued share capital in KOTN (a corporation existing under 
the laws of Quebec and having an address at 230 Notre-Dame Street West, 
Montreal, Quebec H2Y 1T3) from SX and various other shareholders (the Vendors) 
for a consideration of C$7.5 million (GBP4.66 million). The consideration will be 
satisfied by the issue to the Vendors of Convertible Loan Notes to a value of 
C$7.5 million (GBP4.66 million). KOTN will have cash balances of C$300,000 (GBP 
186,000 at Completion). 
 
The principal terms of the Convertible Loan Notes are as follows: 
 
a.   convertible into Ordinary Shares up until the third anniversary of 
Completion, at a price equal to the 5 days Volume Weighted Average Price per 
Ordinary Share prior to the date of conversion and subject to a minimum 
conversion price of GBP0.005 per Ordinary Share; 
 
b.   following the third anniversary of Completion, any outstanding Convertible 
Loan Notes will be rolled over for a subsequent 12 months on the same terms; 
 
c.   Convertible Loan Notes which have not been converted by the expiry of the 
further 12 month period shall automatically convert to a new class of share in 
the Company, being Deferred Non-Voting Shares, convertible on the same terms as 
the Loan Note Instrument, save they carry no right to capital on winding up; 
 
d.   the Convertible Loan Notes provide that, at all times no person shall be 
able to exercise their right to convert any Convertible Loan Notes or Deferred 
Non-Voting Shares if to do so  would cause that person (or any person acting in 
concert with that person, as defined in the Takeover Code) to exceed a 29% 
interest in the voting rights of BWA; and 
 
e.   the Convertible Loan Notes are interest free. 
 
The GBP100,000 of Convertible Loan Notes to be issued pursuant to the 

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Subscription will have the same rights as the Convertible Loan Notes to be 
issued as consideration for the Acquisition. 
 
Shareholders' approval is required to authorise the creation of a new class of 
Deferred Non-Voting Share which will be issued in accordance with the Loan Note 
Instrument in the event that any Convertible Loan Notes are not converted 
during the available conversion timeframe as set out above. The Deferred 
Non-Voting Shares shall be issued in accordance with the terms of the Loan Note 
Instrument, save that on any return of assets on liquidation, the Deferred 
Non-Voting Shares shall not confer on the holders thereof any entitlement to 
receive out of the assets of the Company available for distribution amongst the 
members (subject to the rights of any new class of shares with preferred 
rights) the amounts paid up or credited as paid up on the Deferred Non-Voting 
Shares held by them respectively after (but only after) payment shall have been 
made to the holders of the Ordinary Shares of the amounts paid up or credited 
as paid up on such shares and the sum of GBP10,000,000 in respect of each 
Ordinary Share held by them respectively. The holders of the Deferred 
Non-Voting Shares shall have no further right to participate in the assets of 
the Company. 
 
5.               Future Strategy 
 
The Directors intend that work will be undertaken on all the KOTN mineral 
licence groups over the next 12 to 18 months, in line with the licence 
agreements and with a view to obtaining up to date NI 43-101 reports and also a 
resource on one or two of the targeted sites. The anticipated work programs on 
Hemlo North, Villebon and Isoukustouc are set out in the full Valuation Report, 
which is available as set out above. Of the other two sites, the work programme 
for Maison D'Hiver (Winterhouse) which is noted in the Valuation Report is 
covered in a presentation prepared by independent geological consultant J.P. 
Barrette (Barrette, 2018-Valuation Report refers) and that for Nova Gold is in 
the process of being finalised. 
 
The Directors expect that the funding of the exploration work in Canada will 
largely be achieved by KOTN raising tax-efficient investment in Canada, thus 
reducing the requirement for working capital for BWA.  In addition, SX has 
agreed to remain responsible for the payment of the minimum licence fees for 
retention of the legal licences to the various mining claims.  BWA is also 
issuing GBP100,000 of Convertible Loan Notes for cash, to provide the Company 
with additional working capital. 
 
The Company's existing subsidiary, BWA Cameroon, has for some time, been 
actively seeking licences for the development of rutile sands projects in 
Cameroon.  The gaining of such licences is proving very time consuming, but the 
process is now at a stage where no further money needs to be spent before the 
licences are granted. Recently, BWA Cameroon received Cameroon government 
approval as a bona fide 'tenderer', with one other company, for the material 
rutile sands exploration licences in Cameroon. The Directors are hopeful of a 
successful outcome and believe that if a licence is granted to BWA Cameroon, 
the resources could be substantial. 
 
The Company's other major investment, Prepaid Global Services Limited (formerly 
known as Prego), is at a crossroads where it may be able, finally, to attract 
sufficient additional finance to meet its development objectives.  In view of 
the direction the Company is now taking and its focus on natural resources, 
this investment must be considered as being actively for realisation. 
 
6.               Working Capital 
 
The Directors are of the opinion, having made due and careful enquiry, that, 
taking into account the proceeds of the Subscription, the working capital 
available to the Company on Completion will be sufficient for the present 
requirements of the Company, that is, for the period of twelve months following 
Completion. 
 
7.               Directors 
 
On completion of the Acquisition, Vilhjalmur Thor Vilhjalmsson will be 
appointed as an executive Director and Chief Executive Officer of BWA. This 
will be in addition to Vilhjalmur Thor Vilhjalmsson's proposed position as 
director of KOTN for day-to-day management and to facilitate its own fund 
raising in Canada. In addition, JV Capital Limited, of which Vilhjalmur Thor 
Vilhjalmsson is a 50% shareholder and managing director, is subscribing for GBP 
50,000 of Convertible Loan Notes in the Subscription.  Mr Vilhjalmsson is Chief 
Executive Officer of SX. 
 
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. 
 
Vilhjalmur Thor Vilhjalmsson 
 
   Current    1.   North Atlantic Mining Associates Ltd 
Directorships 2.   JV Capital Ltd 
              3.   Melville Bay Ltd 
              4.   Iceland Resources ehf 
              5.   JV Capital ehf 
              6.   Eldgjá ehf 
              7.   African Minerals Ventures Ltd 
              8.   St Georges eco mining Ltd 
              9.   JV Verktakar ehf 
              10.  Moberg Capital Ltd 
              11.  Borealis Commodities Exchange ehf 
 
  Historic    1.   North Atlantic Mining Associates ehf 
Directorships 2.   Birta Ltd 
              3.   NAMA Resources plc 
              4.   NAMA Coal Ltd 
              5.   NAMA East Asia Ltd 
              6.   NAMA Gold Ltd 
 
              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 GBP 
              500,000. 
 
8.                  Corporate Governance 
 
In accordance with NEX revised governance requirements the Company has formed 
an Audit committee, of which Alex Borrelli is Chairman, and a Remuneration 
committee, of which James Butterfield is Chairman. The Board is scheduled to 
meet formally at least quarterly, or as required.  The committees meet when 
appropriate. 
 
9.         Issue of Shares to Directors 
 
On the flotation of the Company in March 2010, the Directors agreed that they 
would not be paid any remuneration until the Company had concluded a 
significant transaction but that, on completion of such transaction they would 
each be entitled to receive shares in settlement of remuneration at the rate of 
GBP10,000 per annum each. Additionally, the Directors have not drawn any expenses 
and have provided money to the Company on loan accounts. The 2010 agreements 
state as follows: 
 
4        Fees 
 
4.1     The following definitions shall apply to clause 4.2: 
 
(a)      Current Price means: 
 
4.1.1   if new money is being raised at the time of the Company's investment 
into another business, the issue price of such shares; or 
 
4.1.2   if no new money is being raised at the time of the Company's investment 
into another business, the average mid-market closing price of an ordinary 
share in the capital of the Company over the 10 Dealing Days after the 
completion of the Company's investment; 
 
(b)      Dealing Days means a day on which trading occurs on PLUS or any other 
market on which the shares of the Company are traded at the relevant time. 
 
4.2        You shall be entitled to a fee of GBP10,000 per annum (Fee).  The Fee 
shall accrue each year but shall not be payable until the Company makes an 
investment in the securities of another business (whether publicly traded or 
not) at which point the Fee shall be payable in ordinary shares in the capital 
of the Company.  The number of ordinary shares you are entitled to receive 
shall be calculated by reference to the Current Price. 
 
The Acquisition meets the terms of the Directors' agreements and so, in order 
to settle total outstanding remuneration of GBP298,193 due to the Directors and 
to repay the Director loans totalling GBP62,261.19, the Company is proposing to 
issue a total of 72,090,838 Ordinary Shares at GBP0.005 per share. Of these 
Ordinary Shares, 59,638,600 Ordinary Shares are proposed to be issued in 
satisfying the Directors' outstanding remuneration and 12,452,238 Ordinary 
Shares in respect of Directors' loans Shareholder approval is required to 
authorise the allotment of Ordinary Shares for this purpose. 
 
In issuing 72,090,838 Ordinary Shares pursuant to Resolution 4, the Company is 
capitalizing the sum of GBP360,454.19. The following table sets out the Ordinary 
Shares to be issued to each Director: 
 
              Director       Director     Total issue   Total          % of 
              Remuneration   Loan                       shareholding   enlarged 
                                                        post-issue     issued 
                                                                       share 
                                                                       capital 
 
Richard       Cash :         Cash :       Cash :        43,118,982     22.39% 
Battersby     GBP100,833       GBP30,957.80 
                                          GBP131,790.80 
              Ordinary       Ordinary 
              Shares :       Shares :     Ordinary 
              20,166,600     6,191,560    Shares : 
 
                                          26,358,160 
 
Alex Borrelli Cash :         Cash :       Cash :        25,202,618     13.08% 
              GBP98,611        GBP15,507.24 
                                          GBP114,118.24 
              Ordinary       Ordinary 
              Shares :       Shares :     Ordinary 
              19,722,200     3,101,448    Shares : 
 
                                          22,823,648 
 
James         Cash :         Cash :       Cash :        42,575,301     22.10% 
Butterfield   GBP98,749        GBP15,796.15 
              Ordinary       Ordinary     GBP114,545.15 
              Shares :       Shares : 
              19,749,800     3,159,230    Ordinary 
                                          Shares : 
 
                                          22,909,030 
 

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Total         Cash :         Cash :       Cash :        110,896,901    57.05% 
              GBP298,193       GBP62,261.19   GBP360,454.19 
                                          Ordinary 
              Ordinary       Ordinary     Shares : 
              Shares :       Shares :      72,090,838 
              59,638,600     12,452,238 
 
10.        General Meeting 
 
A notice convening the General Meeting, which is to be held at 11 a.m. at BDB 
Pitmans LLP, 50 Broadway, London, SW1H 0BL on 30 September 2019, is set out at 
the end of this Circular. At the General Meeting, the following Resolutions 
will be proposed: 
 
·      Resolution 1, which is an ordinary resolution, to authorise the 
Directors to complete the Acquisition; 
 
·      Resolution 2, which is a special resolution, to amend the articles of 
association, as set out in the Notice of the General Meeting, such that the 
Company's articles of association includes rights for the Deferred Non-Voting 
Shares as referred to in the Loan Note Instrument; 
 
·      Resolution 3, which is an ordinary resolution, to authorise the 
Directors to allot relevant securities, namely the Convertible Loan Notes, 
which contain a right to be converted from debt to equity in the form of 
Ordinary Shares and Deferred Non-Voting Shares, up to an aggregate nominal 
amount of GBP10,000,000, being equal to Convertible Loan Notes (i.e. the number 
of Convertible Loan Notes to be issued); and 
 
·      Resolution 4, which is an ordinary resolution, to authorise the 
Directors to allot Ordinary Shares to the Directors, in respect of their 
outstanding director remuneration and to satisfy the director loans, in the 
amount of 72,090,838 Ordinary Shares at GBP0.005. 
 
11.        Actions to be taken 
 
In respect of the General Meeting 
 
Please check that you have received the following with this Circular a Form of 
Proxy for use in respect of the General Meeting. 
 
Whether or not you propose to attend the General Meeting in person, you are 
strongly encouraged to complete, sign and return your Form of Proxy in 
accordance with the instructions printed thereon as soon as possible, but in 
any event so as to be received, by post or, during normal business hours only, 
by hand, at the Company's registered office, by no later than 11 a.m. on 26 
September 2019 (or, in the case of an adjournment of the General Meeting, not 
later than 48 hours before the time fixed for the holding of the adjourned 
meeting (excluding any part of a day that is not a Business Day)). 
 
If you hold your shares in the Company in uncertificated form (that is, in 
CREST) you may vote using the CREST Proxy Voting service in accordance with the 
procedures set out in the CREST Manual (please also refer to the accompanying 
notes to the Notice of the General Meeting set out at the end of this 
Circular). Proxies submitted via CREST must be received by the Company's agent 
(CREST ID 7RA36) by no later than 11 a.m. on 26 September 2019 (or, in the case 
of an adjournment, not later than 48 hours before the time fixed for the 
holding of the adjourned meeting (excluding any part of a day that is not a 
Business Day)). 
 
Appointing a proxy in accordance with the instructions set out above will 
enable your vote to be counted at the General Meeting in the event of your 
absence.  The completion and return of the Form of Proxy or the use of the 
CREST Proxy Voting service will not prevent you from attending and voting at 
the General Meeting, or any adjournment thereof, in person should you wish to 
do so. 
 
12.        Recommendation 
 
Shareholders should be aware that if any of the Resolutions are not passed, the 
Acquisition will not proceed. 
 
The Directors believe that the Resolutions to be proposed at the General 
Meeting are in the best interests of the Company and Shareholders as a whole 
and unanimously recommend that Shareholders vote in favour of the Resolutions. 
 
The Directors have irrevocably undertaken to vote in favour of the Resolutions 
in respect of, in aggregate, 38,806,063 Ordinary Shares, representing 
approximately 32.2 per cent of the Ordinary Shares in issue at the date of this 
Circular. 
 
Yours sincerely 
 
Chairman 
 
DEFINITIONS 
 
The following definitions apply throughout this document (including the Notice 
of General Meeting) and the Form of Proxy unless the context requires 
otherwise: 
 
"Acquisition"    the Company's proposed acquisition of the 
                 entire issued share capital of KOTN 
 
"Board" or       the directors of the Company whose names 
"Directors"      are set out on page 4 of this Circular 
 
"Business Day"   any day on which banks are usually open 
                 in England and Wales for the transaction 
                 of sterling business, other than a 
                 Saturday, Sunday or public holiday 
 
"certificated"   a share or other security not held in 
or "in           uncertificated form (that is, not in 
certificated     CREST) 
form" 
 
"Circular"       this document including the Notice of 
                 General Meeting 
 
"Company" or     BWA Group PLC, a company incorporated in 
"BWA"            England and Wales with registered number 
                 00255647 
 
"Completion"     completion of the Acquisition 
 
"Convertible     the unsecured convertible loan notes to 
Loan Notes"      be issued in accordance with the Loan 
                 Note Instrument agreed as part of the 
                 Acquisition 
 
"CREST"          a relevant system (as defined in the 
                 CREST Regulations) in respect of which 
                 Euroclear is the Operator (as defined in 
                 the CREST Regulations) 
 
"CREST           the Uncertificated Securities Regulations 
Regulations"     2001 (SI 2001/3755) as amended from time 
                 to time 
 
"Deferred        means a deferred non-voting share in the 
Non-Voting       capital of BWA on the same terms as the 
Share"           Loan Note Instrument save that it shall 
                 have no right to capital on winding-up, 
                 to be issued in accordance with the Loan 
                 Note Instrument in the event that such 
                 Convertible Loan Notes are not converted 
 
"Existing        the issued share capital of the Company 
Ordinary Shares" as at the date of this Circular, being 
                 120,531,833 Ordinary Shares 
 
"Financial       the Financial Conduct Authority (and its 
Conduct          predecessor, the Financial Services 
Authority" or    Authority) in its capacity as the 
"FCA"            competent authority for the purposes of 
                 Part VI of FSMA 
 
"Form of Proxy"  the enclosed form of proxy for use by 
                 Shareholders in connection with the 
                 General Meeting 
 
"FSMA"           the Financial Services and Markets Act 
                 2000 (as amended) 
 
"General         the general meeting of the Company to be 
Meeting"         held at 11 a.m. on 30 September 2019 (or 
                 any reconvened meeting following any 
                 adjournment of the general meeting) at 
                 BDB Pitmans LLP, 50 Broadway, London, 
                 SW1H 0BL, notice of which is set out at 
                 the end of this document 
 
"Group"          the Company and its subsidiaries from 
                 time to time 
 
"KOTN"           Kings of the North Corp. (incorporated in 
                 Quebec) 230 Notre Dame Street West, 
                 Montreal, Quebec, H2Y 1T3 
 
"Loan Note       the draft convertible loan note 
Instrument"      instrument prepared prior to exchange of 
                 contracts on 29 May 2019 relating to the 
                 Acquisition 
 
"London Stock    London Stock Exchange plc 
Exchange" 
 
"NEX Exchange"   NEX Exchange Limited, a Recognised 
                 Investment Exchange under section 290 of 
                 FSMA 
 
"NEX Exchange    the primary market segment operated by 
Growth Market"   NEX Exchange for dealings in unlisted 
or "NEX"         securities 
 
"NEX Exchange    the NEX Exchange Growth Market - Rules 
Rules"           for Issuers, which set out the admission 
                 requirements and continuing obligations 
                 of companies seeking admission to and 
                 whose shares are admitted to trading on 
                 the NEX Exchange Growth Market 
 
"Notice" or      the notice of the General Meeting set out 
"Notice of       at the end of this document 
General Meeting" 
 
"Ordinary        ordinary shares in the capital of the 
Shares"          Company. 
 
"Proposals"      the Resolutions set out in the Notice of 
                 General Meeting 
 
"Proposed        Vilhjalmur Thor Vilhjalmsson 
Director" 
 
"Recognised      has the meaning given in the NEX Exchange 
Investment       Rules 
Exchange" 
 
"Registrar"      Share Registrars Limited, registrars to 
                 the Company 
 
"Resolutions"    the resolutions to be proposed at the 
                 General Meeting, as set out in the Notice 
                 of General Meeting 
 
"Shareholders"   holders of Ordinary Shares 
 
"SPA" or "Share  the share purchase agreement relating to 
Purchase         the purchase of KOTN dated 29 May 2019 
Agreement"       between BWA, SX and various minority 
                 shareholders of SX 
 
"Subscription"   the proposed subscription of GBP100,000 
                 nominal of Convertible Loan Notes 
 
"SX"             means St-Georges Eco-Mining Corp. a 
                 corporation existing under the laws of 
                 Canada and having an address at 230 
                 Notre-Dame Street West, Montreal, Quebec, 
                 H2Y 1T3 
 
"Takeover Code"  the City Code on Takeovers and Mergers 
 
"uncertificated" recorded on the register of members of 
or "in           the Company as being held in 
uncertificated   uncertificated form in CREST and title to 
form"            which, by virtue of the CREST 
                 Regulations, may be transferred by means 
                 of CREST 
 

(MORE TO FOLLOW) Dow Jones Newswires

September 05, 2019 02:00 ET (06:00 GMT)

DJ BWA Group PLC Proposed GBP4.66m Acquisition of -5-

"United Kingdom" the United Kingdom of Great Britain and 
or "UK"          Northern Ireland 
 
"United States"  the United States of America 
or "US" 
 
"Valuation       the valuation report of the assets to be 
Report"          acquired pursuant to the Acquisition 
                 prepared by SRK Exploration Services 
                 Limited dated 29 March 2019 
 
"Volume Weighted the volume weighted average price of the 
Average Price"   Ordinary Shares, calculated by dividing 
                 the total value by the total volume of 
                 Ordinary Shares traded for the relevant 
                 period, if no trade has occurred on 
                 certain day it is assumed to be 1 share 
                 traded at the last traded price 
 
"GBP", "pence",    UK pounds sterling, the lawful currency 
"penny", "pounds of the United Kingdom 
sterling", or 
sterling" 
 
"C$"             Canadian dollars, the lawful currency of 
                 Canada" 
 
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

September 05, 2019 02:00 ET (06:00 GMT)