AIM Schedule One Update - Bacanora Lithium Plc (6768I)

TIDMBCN

RNS Number : 6768I

AIM

22 March 2018

 
                        ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT 
                        PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 
                        OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
------------------------------------------------------------------------------------------- 
 
 COMPANY NAME: 
------------------------------------------------------------------------------------------- 
 
   Bacanora Lithium plc ("Bacanora Lithium" or 
   the "Company"), which is to be the new holding 
   company of Bacanora Minerals Ltd. following 
   completion of a plan of arrangement. 
------------------------------------------------------------------------------------------- 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES) 
  : 
------------------------------------------------------------------------------------------- 
 
   Registered Address: 
   4 More London 
   Riverside 
   London SE1 2AU 
   United Kingdom 
 
   Trading Address: 
   The Clubhouse 
   8 St. James's Square 
   London SW1Y 4JU 
   United Kingdom 
------------------------------------------------------------------------------------------- 
 COUNTRY OF INCORPORATION: 
------------------------------------------------------------------------------------------- 
 
   England and Wales 
------------------------------------------------------------------------------------------- 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
------------------------------------------------------------------------------------------- 
 
   www.bacanoralithium.com 
------------------------------------------------------------------------------------------- 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF 
  OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, 
  DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION 
  IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER 
  UNDER RULE 14, THIS SHOULD BE STATED: 
------------------------------------------------------------------------------------------- 
 
   Bacanora Lithium is a newly incorporated UK 
   company established to become the new holding 
   company for Bacanora Minerals Ltd ("Bacanora 
   Canada"), a Canadian incorporated company whose 
   shares are admitted to AIM and TSX-V, by means 
   of a plan of arrangement ("Arrangement"). 
 
   Bacanora Canada explores and develops industrial 
   mineral projects, with a primary focus on lithium. 
   Its Mexican operations are based in Hermosillo 
   in northern Mexico. It also has mineral exploration 
   interests in Germany. 
 
   Bacanora Lithium is seeking to admit its ordinary 
   shares to AIM once the Arrangement becomes effective 
   ("Effective Date"), whereupon the trading of 
   Bacanora Canada shares on AIM and TSX-V will 
   be cancelled. 
 
   Bacanora Canada's activities and assets are 
   more fully described on Bacanora Canada's website 
   at www.bacanoraminerals.com. 
------------------------------------------------------------------------------------------- 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING 
  ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES 
  (i.e. where known, number and type of shares, 
  nominal value and issue price to which it seeks 
  admission and the number and type to be held 
  as treasury shares): 
------------------------------------------------------------------------------------------- 
 
   134,039,872 ordinary shares of 10p each in the 
   capital of Bacanora Lithium ("Ordinary Shares"). 
 
   No restrictions on transfer. 
------------------------------------------------------------------------------------------- 
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
------------------------------------------------------------------------------------------- 
 
   No new capital to be raised. 
 
   Expected Market Capitalisation on Admission: 
   GBP107 million. 
------------------------------------------------------------------------------------------- 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
------------------------------------------------------------------------------------------- 
 
   33.87% 
------------------------------------------------------------------------------------------- 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM 
  TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED 
  TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS 
  AIM SECURITIES) ADMITTED OR TRADED: 
------------------------------------------------------------------------------------------- 
 
   None 
------------------------------------------------------------------------------------------- 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED 
  DIRECTORS (underlining the first name by which 
  each is known or including any other name by 
  which each is known): 
------------------------------------------------------------------------------------------- 
 
   Directors 
   Mark Ainsworth Hohnen (Executive Chairman) 
   Derek Batorowski (Non-executive Director) 
   James (Jamie) Digby Ronald Strauss (Non-executive 
   Director) 
   Raymond (Ray) John Hodgkinson (Non-executive 
   Director) 
   Dr Andres Constantin Antonius Gonzalez (Non-executive 
   Director) 
   Junichi Tomono (Non-executive Director) 
   Eileen Carr (Non-executive Director) 
 
   Proposed Director 
   Peter Anthony Secker (Chief Executive Officer) 
------------------------------------------------------------------------------------------- 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS 
  EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE 
  CAPITAL, BEFORE AND AFTER ADMISSION (underlining 
  the first name by which each is known or including 
  any other name by which each is known): 
------------------------------------------------------------------------------------------- 
     Name                              Before                 After 
     --------------------------  --------------------  -------------------- 
      Graham Edwards(1)           15,803,030   11.79%   15,803,030   11.79% 
     --------------------------  -----------  -------  -----------  ------- 
      M&G Investments Funds(2)    13,456,784   10.04%   13,456,784   10.04% 
     --------------------------  -----------  -------  -----------  ------- 
      Blackrock Investment 
       Management (UK) Limited    13,138,292    9.80%   13,138,292    9.80% 
     --------------------------  -----------  -------  -----------  ------- 
      Hanwa Co. Ltd               12,333,261    9.20%   12,333,261    9.20% 
     --------------------------  -----------  -------  -----------  ------- 
      Cadence Minerals Plc        12,285,058    9.17%   12,285,058    9.17% 
     --------------------------  -----------  -------  -----------  ------- 
      Orr-Ewing Estate            10,818,793    8.07%   10,818,793    8.07% 
     --------------------------  -----------  -------  -----------  ------- 
      The Capital Group            8,573,925    6.40%    8,573,925    6.40% 
     --------------------------  -----------  -------  -----------  ------- 
 
 
     (1) Graham Edwards will, on Admission, own approximately 
     10,500,000 Bacanora Lithium Shares (approximately 
     7.8% of the issued and outstanding Bacanora 
     Lithium Shares) through Igneous Capital Limited, 
     a private corporation incorporated under the 
     laws of the British Virgin Islands that is controlled 
     by and ultimately beneficially owned by Mr. 
     Edwards. Mr. Edwards is also one of the potential 
     beneficiaries of a trust that owns D&A Income 
     Limited, which will, on Admission, own 5,303,030 
     Bacanora Lithium Shares (approximately 4.0% 
     of the issued and outstanding Bacanora Lithium 
     Shares). 
     (2) M&G Investments Fund is an investment fund 
     that is part of the Prudential Plc group of 
     companies and is headquartered in London, UK, 
     with offices in 16 countries and funds distributed 
     in 23 territories. 
------------------------------------------------------------------------------------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
------------------------------------------------------------------------------------------- 
 
   N/A 
------------------------------------------------------------------------------------------- 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION 
  IN THE ADMISSION DOCUMENT HAS BEEN PREPARED 
  (this may be represented by unaudited interim 
  financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST 
  THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: 
------------------------------------------------------------------------------------------- 
 
   (i) 30 June 
 
   (ii) Not applicable - existing issuer re-admitting 
   to AIM 
 
   (iii) 31 March 2018, 31 December 2018, 31 March 
   2019 
------------------------------------------------------------------------------------------- 
 EXPECTED ADMISSION DATE: 
------------------------------------------------------------------------------------------- 
 
   26 March 2018 
------------------------------------------------------------------------------------------- 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
------------------------------------------------------------------------------------------- 
 
   Cairn Financial Advisers LLP 
   Cheyne House 
   Crown Court 
   62-63 Cheapside 
   London EC2V 6AX 
------------------------------------------------------------------------------------------- 
 NAME AND ADDRESS OF BROKER: 
------------------------------------------------------------------------------------------- 
 
   Canaccord Genuity Limited 
   88 Wood Street 
   London EC2V 7QR 
   United Kingdom 
------------------------------------------------------------------------------------------- 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, 
  DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) 
  THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, 

  WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION 
  OF ITS SECURITIES: 
------------------------------------------------------------------------------------------- 
 
   N/A 
------------------------------------------------------------------------------------------- 
 DATE OF NOTIFICATION: 
------------------------------------------------------------------------------------------- 
 
   22 March 2018 
------------------------------------------------------------------------------------------- 
 NEW/ UPDATE: 
------------------------------------------------------------------------------------------- 
 
   Update 
------------------------------------------------------------------------------------------- 
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
------------------------------------------------------------------------------------------- 
 
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH 
  THE APPLICANT'S SECURITIES HAVE BEEN TRADED: 
------------------------------------------------------------------------------------------- 
 
   AIM 
------------------------------------------------------------------------------------------- 
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES 
  HAVE BEEN SO TRADED: 
------------------------------------------------------------------------------------------- 
 
   25 July 2014 
------------------------------------------------------------------------------------------- 
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL 
  ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL 
  AND REGULATORY REQUIREMENTS INVOLVED IN HAVING 
  ITS SECURITIES TRADED UPON SUCH A MARKET OR 
  DETAILS OF WHERE THERE HAS BEEN ANY BREACH: 
------------------------------------------------------------------------------------------- 
 
   The Directors confirm that, after due and careful 
   enquiry, the Company has adhered to all legal 
   and regulatory requirements involved in having 
   its securities traded on AIM. 
------------------------------------------------------------------------------------------- 
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS 
  OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE 
  PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE 
  OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
------------------------------------------------------------------------------------------- 
 
   www.bacanoraminerals.com 
------------------------------------------------------------------------------------------- 
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING 
  ADMISSION INCLUDING, IN THE CASE OF AN INVESTING 
  COMPANY, DETAILS OF ITS INVESTING STRATEGY: 
------------------------------------------------------------------------------------------- 
 
   The Company's strategy is to position itself 
   to satisfy ongoing demand for lithium carbonate 
   in the fast growing sectors of electric vehicles 
   and energy storage. Having successfully completed 
   the Feasibility Study on its Sonora Lithium 
   Project, the Company intends to embark on a 
   fund raising exercise in order to secure the 
   US$419 million capital expenditure requirement 
   to develop phase 1 of the Sonora Lithium Project 
   and finance further work on the Zinnwald Lithium 
   Project. It is intended that a substantial proportion 
   of the funding will be raised through equity 
   finance. 
 
   On completion of the funding, the Company intends 
   to move to the construction phase at the Sonora 
   Lithium Project in Mexico in H1 2018 to construct 
   an open-pit mine and a large scale beneficiation 
   processing facility at Sonora, with an estimated 
   construction period of 24 months. 
 
   In addition, as part of the ongoing development 
   of the Company's 50% owned Zinnwald Lithium 
   Project in Germany, a feasibility study is underway 
   to develop a strategy to demonstrate the economic 
   viability of producing higher value lithium 
   products for the European battery and automotive 
   sectors and is expected to be completed in mid-2019. 
   A resource infill drilling programme to upgrade 
   the existing resource model in accordance with 
   National Instrument 43-101 - Standard of Disclosure 
   for Mineral Projects is ongoing. 
 
   Once the Company has been admitted to AIM, the 
   Company intends to appoint Peter Secker, its 
   Chief Executive Officer, to the board as an 
   executive director. 
------------------------------------------------------------------------------------------- 
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL 
  OR TRADING POSITION OF THE APPLICANT, WHICH 
  HAS OCCURRED SINCE THE OF THE LAST FINANCIAL 
  PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN 
  PUBLISHED: 
------------------------------------------------------------------------------------------- 
 
   On 13 December 2017, Bacanora Canada announced 
   that the results of the Feasibility Study ('FS') 
   for the Sonora Lithium Project in Mexico confirmed 
   the positive economics and favourable operating 
   costs of a 35,000 tonnes per annum ('tpa') battery 
   grade Li(2) CO(3) operation. The FS estimates 
   a pre-tax project Net Present Value ('NPV') 
   of US$1.253 billion at an 8% discount rate and 
   an Internal Rate of Return ('IRR') of 26.1%, 
   and Life of Mine ('LOM') operating costs of 
   US$3,910/t of lithium carbonate ('Li(2) CO(3) 
   '). 
 
   On 15 December 2017, Bacanora Canada announced 
   that NextView, a Chinese institutional fund 
   management group focused on new technologies 
   and energy, had agreed to acquire a 19.89% equity 
   interest (non-diluted) in Bacanora Canada via 
   the placement of 32,976,635 common shares in 
   Bacanora Canada. On 1 February 2018, Bacanora 
   Canada announced that the deadline for completion 
   of such placing had been extended and that both 
   parties were committed to proceeding with this 
   Placing. In addition, Bacanora Canada has agreed 
   to supply NextView with 5,000tpa of lithium 
   carbonate produced at its Sonora Lithium Project 
   on a best endeavours basis at market prices 
   from its Stage 1 of production, with a firm 
   commitment to supply 8,000tpa of lithium carbonate 
   during Stage 2 and a best endeavours promise 
   to supply a further 7,000tpa during Stage 2. 
   NextView has also agreed to employ its reasonable 
   endeavours to assist Bacanora Canada and the 
   Company in procuring project debt financing 
   for Sonora. 
 
   On 28 February 2018, Bacanora Canada announced 
   that it had fulfilled all of its obligations 
   in respect of the NextView placing, however 
   NextView has failed to forward the placing proceeds 
   to the Company, leaving it in default under 
   the terms of the placing letter. In spite of 
   the Bacanora Canada's best efforts to ensure 
   compliance, NextView has failed to complete 
   the placing as contemplated under the binding 
   placing letter. In addition, discussions had 
   not resulted in any alternative proposals that 
   would, in the opinion of the board of Bacanora 
   Canada, be in the best interests of Bacanora 
   Canada and its shareholders. Accordingly, Bacanora 
   Canada is currently taking advice and has reserved 
   its rights in respect of this default. 
------------------------------------------------------------------------------------------- 
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT 
  HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL 
  AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT 
  FOR AT LEAST TWELVE MONTHS FROM THE DATE OF 
  ITS ADMISSION: 
------------------------------------------------------------------------------------------- 
 
   The Directors of Bacanora Lithium plc have no 
   reason to believe that the working capital available 
   to the Bacanora Group will be insufficient for 
   its present requirements and for at least 12 
   months from the date of Admission. 
------------------------------------------------------------------------------------------- 
 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT 
  TO RULE 7 OF THE AIM RULES: 
------------------------------------------------------------------------------------------- 
 
   None. 
------------------------------------------------------------------------------------------- 
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR 
  SETTLING THE APPLICANT'S SECURITIES: 
------------------------------------------------------------------------------------------- 
 
   The Company's ordinary shares may be settled 
   in CREST. 
------------------------------------------------------------------------------------------- 
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING 
  TO THE APPLICANT'S SECURITIES: 
------------------------------------------------------------------------------------------- 
 
   www.bacanoraminerals.com 
------------------------------------------------------------------------------------------- 
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR 
  AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY 
  PUBLIC: 
------------------------------------------------------------------------------------------- 
 
    Please refer to the Appendix to the Schedule 
    1 announcement available on Bacanora Canada's 
    website (www.bacanoraminerals.com) for the following 
    details: 
 
    -- Reasoning behind the re-domicile to the UK 
    and the key steps required 
    -- Application of the City Code on Takeovers 
    and Mergers 
    -- A comparison between Canadian and UK corporation 
    and tax law 
    -- Updated risk factors 
    -- Directors' and other interests 
 
    The Appendix includes a summary of the memorandum 
    and articles of association of Bacanora Lithium. 
 
    The Appendix also contains updated details on 
    the Company's mining assets. 
 
    The Arrangement 
 
    For the Arrangement to be approved by shareholders 
    in Bacanora Canada ("Bacanora Canada Shareholders"), 
    Bacanora Canada Shareholders holding not less 
    than two-thirds of the voting rights of Bacanora 
    Canada, and who are present and voting either 
    in person or by proxy, must vote in favour of 

    the Arrangement at a general meeting. This approval 
    will also fulfil TSX-V requirements to obtain 
    the approval of a simple majority of Bacanora 
    Canada Shareholders. The sanction of the court 
    is also required for the Arrangement to become 
    effective. 
 
    The last day of dealings in the Bacanora Canada 
    Shares before completion of the Arrangement 
    is expected to be on 23 March 2018. The last 
    day for registration of transfers of the Bacanora 
    Canada Shares and DIs before completion of the 
    Arrangement is expected to be on 23 March 2018. 
 
    These dates may be deferred if there is any 
    delay in obtaining approval of the Arrangement 
    and/or the re-admission to AIM. 
 
    Accordingly, immediately upon the Arrangement 
    becoming effective, a Bacanora Canada Shareholder 
    will have the same proportionate interest in 
    the profits, net assets and dividends of the 
    Company as they have in Bacanora Canada immediately 
    prior to the completion of the Arrangement. 
    The Bacanora Canada Group will have the same 
    business and operations immediately after the 
    Effective Date as it had immediately before 
    the Effective Date. The assets and liabilities 
    of the Bacanora Group immediately after the 
    Effective Date will not differ materially from 
    the assets and liabilities the Bacanora Canada 
    Group had before the Effective Date, save that 
    Bacanora Lithium will hold all of the common 
    shares then in issue in Bacanora Canada. 
 
    Admission 
    Application will be made to the London Stock 
    Exchange for the Ordinary Shares in Bacanora 
    Lithium to be admitted to trading on AIM and 
    dealings in Bacanora Lithium Shares are expected 
    to commence on 26 March 2018. The ISIN of the 
    Bacanora Lithium Shares will be GB00BD20C246. 
    The AIM symbol will remain as BCN. 
 
    It is expected that the last day of trading 
    of Bacanora Canada Shares on AIM and TSX-V will 
    be on 23 March 2018. 
 
    The cancellation of trading on TSX-V of the 
    Bacanora Canada Shares is expected to take place 
    at close of business on 23 March 2018. 
 
    The cancellation of trading on AIM of the Bacanora 
    Canada Shares is expected to take place at 7 
    a.m. on 26 March 2018. 
 
 
    Settlement 
 
    Bacanora Canada Shareholders who hold their 
    shares in certificated form or through the Canadian 
    Depositary for Securities Limited 
    Enclosed with the circular being sent to Bacanora 
    Canada shareholders setting out details of the 
    proposed Arrangement is a Letter of Transmittal 
    which is being delivered to all registered holders 
    of Bacanora Canada Shares. The Letter of Transmittal, 
    when validly completed and duly executed and 
    returned with the certificate or certificates 
    representing the holder's Bacanora Canada Shares 
    and any other required documents, will enable 
    the holder to receive one Bacanora Lithium Share 
    for each Bacanora Canada Share held upon completion 
    of the Arrangement. 
 
    Bacanora Lithium Shares will be issued as soon 
    as practicable after the Effective Date and, 
    if in certificated form, will be forwarded to 
    the Bacanora Canada Shareholder at the address 
    specified by the Bacanora Canada Shareholder 
    in the Letter of Transmittal by prepaid postage, 
    first class mail, or be made available for pick-up 
    at the office of the depositary where the Bacanora 
    Canada Shares were deposited by the Bacanora 
    Canada Shareholder, if so requested in the Letter 
    of Transmittal. 
 
    Non-registered holders of Bacanora Canada Shares 
    Non-registered holders of Bacanora Canada Shares 
    should contact the intermediary (e.g. bank, 
    trust company, securities dealer or broker and 
    a trustee or administrator of a self-administered 
    registered savings plan, registered retirement 
    income fund, registered education savings plan 
    or similar plans or other registered holder) 
    who holds their Bacanora Canada Shares on their 
    behalf to arrange for the exchange of their 
    Bacanora Canada Shares. 
 
    Bacanora Canada will issue a news release following 
    the Bacanora Canada Shareholder meeting to confirm 
    whether the Bacanora Canada Shareholders have 
    approved the Arrangement. Bacanora Canada Shareholders 
    will not receive the Bacanora Lithium Shares 
    to which they are entitled under the Arrangement 
    unless they deposit with the depositary a validly 
    completed and duly executed Letter of Transmittal 
    prior to the required deadline set out in the 
    Letter of Transmittal together with the certificates 
    representing their Bacanora Canada Shares and 
    such other documents as may be required. In 
    the event that the Arrangement is not approved 
    by Bacanora Canada Shareholders at the Bacanora 
    Canada Shareholder Meeting, all Bacanora Canada 
    Shares previously deposited with the depositary 
    will be returned to Bacanora Canada Shareholders. 
 
    Definitive share certificates for the new Bacanora 
    Lithium Shares of Bacanora Canada Shareholders 
    who held their Bacanora Canada Shares in certificated 
    form are expected to be despatched within 14 
    days of the Effective Date or within 14 days 
    of the receipt of the Letter of Transmittal 
    plus accompanying Bacanora Canada Share certificates 
    (whichever the later). In the case of joint 
    holders, certificates will be despatched to 
    the joint holder whose name appears first in 
    the register of members. All certificates will 
    be sent by pre-paid first class post at the 
    risk of the person entitled thereto. 
 
    Bacanora Canada Shareholders should refer to 
    the paragraph below entitled "Failure to lodge 
    Letter of Transmittal" to understand how their 
    shareholding will be treated. 
 
    Bacanora Canada Shareholders who hold their 
    shares in CREST as Depositary Interests 
    Depositary Interests representing Bacanora Canada 
    Shares held in uncertificated form in CREST 
    will be disabled in CREST on the day after the 
    Effective Date. Bacanora Canada Shareholders 
    who hold their Bacanora Canada Shares as Depositary 
    Interests in CREST are not required to complete 
    and return the Letter of Transmittal. However, 
    to accept the offer they will need to input 
    an instruction into CREST using the procedure 
    set out in the circular. 
 
    For Bacanora Canada Shareholders who hold their 
    Depositary Interests representing Bacanora Canada 
    Shares in a CREST account, Bacanora Lithium 
    Shares are expected to be credited to the relevant 
    CREST accounts on 26 March 2018. CREST is a 
    paperless settlement system enabling securities 
    to be evidenced otherwise than by a certificate 
    and transferred otherwise than by written instrument. 
    The Articles permit the holding of Bacanora 
    Lithium Shares under the CREST system. The Directors 
    will apply for the Bacanora Lithium Shares to 
    be admitted to CREST with effect from Admission. 
    Accordingly, settlement of transactions in Bacanora 
    Lithium Shares following Admission may take 
    place within the CREST system. CREST is a voluntary 
    system and holders of Bacanora Lithium Shares 
    who wish to receive and retain share certificates 
    will be able to do so. 
 
    Directors 
 
    Prior to Admission, all the current Bacanora 
    Canada directors will become directors of Bacanora 
    Lithium. 
 
    Details of Directors' other directorships are 
    as follows: 
     Name                 Current directorships/             Past directorships/ 
                          partnerships                       partnerships 
     Mark Hohnen          Bacanora Minerals Ltd              Pretorian Resources Ltd 
                          Boss Resources Ltd                 Coronet Resources Pty Ltd 
                          Cedarvale Investments Pty Ltd      Oakhampton Pty Ltd 
                          Craton Diamonds (Propriety)        Mawson West Limited 
                          Limited                            Mtemi Resources 
                          Fernan Pty Ltd                     Kalahari Minerals PLC 
                          Gnarabup Beach Pty Ltd             Extract Resources Ltd 
                          Harley (WA) Pty Ltd                Swakop Uranium Pty 
                          The Vines (WA) Pty LtdVynben Pty   Australian Insurance Exchange 
                          Ltd                                Ltd 
                          Vynben Custodian Pty Ltd           Craton Diamonds (Propriety) 
                          Vynben Custodian No. 2 Pty Ltd     Limited 
                          Vynben Pensions Pty Ltd            Salt Lake Potash Ltd 
                          Kumla Pty Ltd                      Peak Coal Pty Ltd 
 
     Derek Batorowski     Bacanora Minerals Ltd              Westcore Energy Ltd 
                           Blacksteel Energy Inc             Tembo Gold Corp. (formerly 
                                                             Lakota Resources Inc.) 
 
     James Strauss        Bacanora Minerals Ltd              Wildhorse Energy Limited 
                           Strauss Partners Limited           Extorre Gold Mines Limited 
                           Altius Minerals Corporation        Appleton Resources Limited 
                           Gold Standard Ventures Corp 
     Raymond Hodgkinson   Bacanora Minerals Ltd. 
                           Westcore Energy Ltd 
                           Troy Energy Corp. 
 
     Andres Antonius      Bacanora Minerals Ltd 
                          Plan B Asesoria y Estrategia, SC 
                          Grupo Financiero Interacciones, 
                          S.A. de C.V. 
                          Casas Geo, S.A.B de C.V. 
 
     Junichi Tomono       Bacanora Minerals Ltd 
                           Showa Metals Co Ltd 
                           Nikko Metals Co Ltd 

                           Hanwa Metals Co Ltd 
 
     Eileen Carr          Bacanora Minerals Ltd              Nobel Holdings Investments Ltd 
                           Sylvania Platinum Ltd              Talvivaara Mining Company Plc 
                           Bunree Resource Management Ltd     BuenaVista Gold Ltd 
 
 
    General 
 
    The costs, charges and expenses payable by the 
    Company in connection with or incidental to 
    the Arrangement and Admission, including registration 
    and stock exchange fees, legal and accounting 
    fees and expenses, are estimated to amount to 
    GBP330,000, excluding any VAT applicable thereon. 
------------------------------------------------------------------------------------------- 
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S 
  LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST 
  HAVE A FINANCIAL YEAR END NOT MORE THEN NINE 
  MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS 
  WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED 
  IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE 
  UNDER AIM RULE 19: 
------------------------------------------------------------------------------------------- 
 
   www.bacanoraminerals.com 
------------------------------------------------------------------------------------------- 
 THE NUMBER OF EACH CLASS OF SECURITIES HELD 
  IN TREASURY: 
------------------------------------------------------------------------------------------- 
 
   None 
------------------------------------------------------------------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

AIMDLLFLVXFLBBQ

(END) Dow Jones Newswires

March 22, 2018 13:45 ET (17:45 GMT)