BWA : Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).

If you have sold or transferred all your Ordinary Shares you should hand this Circular together with the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you have sold or transferred only part of your holding in Ordinary Shares in the Company, you should retain these documents.

This Circular does not constitute an offer to buy, acquire or subscribe for, or the solicitation of an offer to buy, acquire or subscribe for, Ordinary Shares or an invitation to buy, acquire or subscribe for Ordinary Shares. This Circular does not constitute a prospectus for the purposes of the Prospectus Rules of the FCA.

The Directors and the Proposed Director accept responsibility, both individually and collectively, for the information contained in this Circular. To the best of the knowledge of the Directors and the Proposed Director, who have taken all reasonable care to ensure that such is the case, the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Circular has not been examined or approved by NEX Exchange or the FCA.

BWA GROUP PLC

(a public limited company incorporated in England and Wales with registered number 00255647)

Proposed:

£4.66 million Acquisition of Kings of the North Corp. (KOTN):

Issue of Convertible Loan Notes to raise £100,000; Amendments to the Articles of Association; and Issue of Ordinary Shares to Directors

Notice of General Meeting

The distribution of this Circular in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this Circular and/or accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this Circular, should not be distributed, forwarded to or transmitted in or into the United States (as defined in Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act").

Neither the Convertible Loan Notes nor any Deferred Non-Voting Shares have been, nor will they be, registered in the United States under the Securities Act, as amended. The Convertible Loan Notes and Deferred Non-Voting Shares may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S). This Circular does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Convertible Loan Notes or Deferred Non-Voting Shares in any jurisdiction outside of the UK in which such offer or solicitation is unlawful.

Your attention is drawn to the letter from the Non-Executive Chairman of the Company set out on page 4 of this Circular, which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. The General Meeting has been convened by the Directors for the purpose of considering the Proposals set out in this document.

Notice convening a General Meeting of the Company, to be held at 11a.m. on 30 September 2019 at BDB Pitmans LLP, 50 Broadway, London, SW1H 0BL, is set out at the end of this Circular. The enclosed Form of Proxy should, to be valid, be completed and returned in accordance with the instructions printed on it to the Registrars so as to be received no later than 11a.m. on 26 September 2019 or 48 hours before any adjourned meeting. Completion and return of the Form of Proxy will not preclude a Shareholder from attending in person and voting at the General Meeting.

Copies of this Circular will be available free of charge from the registered office of the Company, which is 50 Broadway, London SW1H 0BL during normal business hours and a copy is available on the website of BWA Group PLC at www.bwagroupplc.com

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Circular and Form of Proxy	5	September 2019
Latest time and date for receipt of Forms of Proxy and	11 a.m. 26	September 2019
CREST voting instructions
General Meeting	11 a.m. 30	September 2019

Notes:

1. References to times in this Circular are to London time unless otherwise stated.
2. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement and posted on the Company's website at www.bwagroupplc.comin accordance with the Company's articles of association.

IMPORTANT INFORMATION
STATISTICS
Number of Convertible Loan Notes to be issued pursuant to the	100,000 units of £1
Subscription
Number of Convertible Loan Notes to be issued to the sellers of KOTN	4.66 million units of £1,
	being the Sterling equivalent
	of C$7.5 million
Number of Ordinary Shares in issue at the date of this Circular	120,531,833
Number of Ordinary Shares to be allotted in lieu of Director	59,638,600
remuneration
Number of Ordinary Shares to be allotted in satisfaction of outstanding	12,452,238
Director loans
Number of Ordinary Shares in issue on Completion	192,622,671

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DIRECTORS, COMPANY SECRETARY AND ADVISERS
Directors	Richard Battersby (Non-Executive Chairman)
	Alex Borrelli (Non-Executive Director)
	James Butterfield (Non-Executive Director)
Proposed Director	Vilhjalmur Thor Vilhjalmsson (Proposed Chief Executive Officer)
Registered Office	BDB Pitmans LLP
	50 Broadway
	London
	SW1H 0BL
Company Secretary	James Butterfield
Website	www.bwagroupplc.com
NEX Corporate Adviser	Peterhouse Capital Limited
	3rd Floor
	80 Cheapside
	London
	EC2V 6EE
Solicitors to the Company	BDB Pitmans LLP
	50 Broadway
	London
	SW1H 0BL
Auditors to the Company	PKF Littlejohn
	Statutory Auditors
	1 Westferry Circus
	London E14 4HD
Registrars	Share Registrars Limited
	The Courtyard

17 West Street

Farnham

Surrey

GU9 7DR

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LETTER FROM THE CHAIRMAN

BWA GROUP PLC

(a public limited company incorporated in England and Wales with registered number 00255647)

Directors:	Registered Office:
Richard Battersby	BDB Pitmans LLP
Alex Borrelli	50 Broadway
James Butterfield	London
	SW1H 0BL
	5 September 2019

To holders of Ordinary Shares

Dear Shareholder,

Proposed:

£4.66 million Acquisition of Kings of the North Corp. (KOTN):

Issue of Convertible Loan Notes to raise £100,000; Amendments to the Articles of Association; and Issue of Ordinary Shares to Directors

Notice of General Meeting

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-GeorgesEco-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 (£4.66 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.

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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-	Yes
					PGE	(dated 10 Dec. 2009)
			Nova Gold		Quebec		Gold	No
		Winterhouse		Quebec		Gold	No
		(Maison D'hiver)

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