Company Announcements

6 September 2021

Bacanora Lithium plc

                                                                         ("Bacanora" or the "Company")                                                 

                                                                             Notice of General Meeting

Proposed Reduction of Capital to create Distributable Reserves

Proposed Distribution in Specie pursuant to section 845 of the Companies Act 2006

Bacanora Lithium plc (AIM: BCN), a lithium development company, announces that a General Meeting will be held at The Clubhouse, 8 St James's Square, London SW1Y 4JU, at 10.00 a.m. on 24 September 2021.

The formal business of this meeting is solely for shareholders to approve a reduction of capital to create distributable reserves (the "Reduction"), primarily to enable a distribution in specie of the shares owned by Bacanora in Zinnwald Lithium plc (the "Distribution"), and to approve the Distribution.

Background to General Meeting

On 25 August 2021 the Company and Ganfeng International Trading (Shanghai) Limited ("Ganfeng") jointly announced the terms of a recommended cash offer to be made by Ganfeng for the entire issued ordinary share capital of the Company that Ganfeng does not already own, to be effected by means of a takeover offer under Part 28 of the Companies Act 2006 (the "Offer").

In order to provide additional value to shareholders, Ganfeng has agreed that the Company can propose a distribution in specie of Zinnwald Lithium plc shares to the Company's shareholders.

The making of the Distribution is subject to various conditions (none of which is capable of waiver by the Company), being:

1.    the approval by shareholders of the Reduction, in order to create distributable reserves sufficient to make the Distribution, and of the Distribution, pursuant to the resolutions to be proposed at the General Meeting ("Resolutions");

2.    the approval by the High Court of the Reduction;

3.    the approval by RK Mine Finance Bermuda 3 Limited ("Red Kite"), under the terms of the Company's US$150m senior debt facility with Red Kite, of the Reduction and the Distribution, which the Company is in the process of discussing with Red Kite;

4.    the Offer becoming or being declared unconditional; and

5.    the expiry (on 29 October 2021) of the regulatory lock-in restrictions relating to the transfer of Zinnwald Shares that are currently applicable to the Company.

The Directors, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, consider that the proposed Reduction and the proposed Distribution are fair and reasonable insofar as the Shareholders are concerned. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions, as they intend to do so in respect of their aggregate beneficial holdings of 3,540,542 Ordinary Shares, representing 0.92% of the Company's issued Ordinary Shares.

In addition Ganfeng (which currently holds 110,933,697 Ordinary Shares representing approximately 28.9 per cent. of the Ordinary Shares in issue) has undertaken to vote in favour of the Resolutions.

The Board has continued to monitor closely the COVID-19 pandemic. The holding of the meeting will be kept under review in line with Public Health England guidance, and based on the current relaxation of restrictions , it is hoped that no formal restrictions on attendance by shareholders other than any imposed by the venue owners will be in place at the time of the General Meeting.  We would therefore request that any shareholders planning to attend to inform the Company at info@bacanoralithium.com by close of business on 22 September 2021, so that attendee numbers can be assessed.  We would also strongly encourage shareholders to submit a proxy vote in advance of the General Meeting.  Any changes to the arrangements for the General Meeting set out above will be communicated to shareholders before the General Meeting through the Company's website at www.bacanoralithium.com/investor-relations/agm-documents/ and, where appropriate, by a regulatory information service announcement. 

In order to obtain the necessary shareholder approvals for the General Meeting, Bacanora announces that the following documents have today been posted to shareholders:

 • a circular containing a Notice of General Meeting (the "Circular"); and

• a form of proxy for the General Meeting.

These documents will also be available on the Company's website at https://www.bacanoralithium.com/investor-relations/

** ENDS **

For further information please visit www.bacanoralithium.com or contact:

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Possible Offer will, subject to certain restrictions, be available for inspection on Ganfeng's website at http://www.Ganfenglithium.com/index_en.html and by Bacanora on its website at https://www.Bacanoralithium.com/investor-relations/ no later than 12 noon (London time) on the day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Possible Offer should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested from Bacanora's registrar, Link Group at 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL or by calling Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.