BWA Group Plc - Conversion of Loan Notes

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310. 12 June 2024 BWA Group PLC ("BWA" or the "Company") Conversion of Loan Notes and Director / PDMR Shareholdings BWA (AQSE: BWAP), which has mineral exploration licences in bothCameroonandCanadaat various stages of development and is quoted on London's AQSE Growth Market, announces that it has allotted a total of 42,430,383 ordinary shares of0.5 penceeach in the Company ("Ordinary Shares"), at a price of0.6 penceper share, following the conversion of the 14% Convertible Unsecured Loan Notes ("Loan Notes") originally issued in May 2022 (the "Conversion Shares"). The Conversion Shares have been allotted in conversion of £200,000 of Loan Notes plus accrued interest since issue. In addition, a further 1,000,000 Ordinary Shares have been issued in settlement of £10,000 of liabilities resulting from the short-term unsecured loans described in the announcement of 28 March 2023 (the "Capitalisation Shares"). Application will be made for the Conversion Shares and the Capitalisation Shares (together, the "New Shares") to be admitted to trading on the AQSE Growth Market and admission is expected to become effective on 17 June 2024 ("Admission"). On Admission, the interests of the directors and significant shareholders in the enlarged issued share capital of the Company are as follows: +---------------+------------+-------------+----------+------------+------------ -+ |Name |Current |% of Current |New Shares|Enlarged |% of Enlarged| | |Shareholding|Share Capital| |Shareholding|Share Capital| +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |Directors |207,899,768 |26.01% | |215,848,473 |25.62% | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |James |60,969,768 |7.63% |525,290 |61,495,058 |7.30% | |Butterfield | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |Jonathan |141,290,000 |17.68% |7,423,415 |148,713,415 |17.65% | |Wearing1 | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |John Byfield |5,640,000 |0.71% | |5,640,000 |0.67% | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |Significant | | | | | | |Shareholders | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |St. Georges Eco|149,224,800 |18.67% | |149,224,800 |17.71% | |-Mining Corp | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |Richard |99,337,890 |12.43% |1,058,250 |100,396,140 |11.91% | |Battersby2 | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |Mr D M Cass |79,782,022 |9.98% |31,833,817|111,615,839 |13.25% | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |G & O Energy |57,000,000 |7.13% | |57,000,000 |6.76% | |Investments | | | | | | |Limited | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |Alex Borrelli |35,438,469 |4.43% |530,083 |35,438,469 |4.21% | +---------------+------------+-------------+----------+------------+------------ -+ | | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ |Gudmundur |32,049,000 |4.01% | |32,049,000 |3.80% | |Svavarsson | | | | | | +---------------+------------+-------------+----------+------------+------------ -+ 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. Total Voting Rights Following Admission, the Company will have 842,603,530 Ordinary Shares in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in Treasury. Following Admission, the figure of 842,603,530 Ordinary Shares may 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 share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules. The Directors of BWA are responsible for the contents of this announcement. -Ends - For further information: BWA Group PLC +44 7770 225253 James Butterfield enquiries@bwagroupplc.com Managing Director Allenby Capital Limited +44 20 3328 5656 Corporate Adviser Nick Harriss/Lauren Wright Market Abuse Regulation (MAR) Disclosure 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 Conversion of Loan Stock Price(s) and 525,290 volume(s) Ordinary Shares at 0.6p per share Aggregated information N/A Aggregated volume Price Date of the transaction 11 June 2024 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 Conversion of Loan Stock Price(s) and 7,423,415 volume(s) Ordinary Shares at 0.6p per share Aggregated information N/A Aggregated volume Price Date of the transaction 11 June 2024 Place of the transaction N/A This information was brought to you by Cision http://news.cision.com

BWA Group Plc