TIDMBCN
RNS Number : 3994F
AIM
20 February 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")
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COMPANY NAME:
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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.
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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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
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COUNTRY OF INCORPORATION:
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England and Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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www.bacanoralithium.com
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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:
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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.
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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):
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134,039,872 ordinary shares of 10p each in the
capital of Bacanora Lithium ("Ordinary Shares").
No restrictions on transfer.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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No new capital to be raised.
Expected Market Capitalisation on Admission:
GBP140 million.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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33.87%
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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:
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None
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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):
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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)
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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):
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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.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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N/A
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(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:
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(i) 30 June
(ii) Not applicable - existing issuer re-admitting
to AIM
(iii) 31 March 2018, 31 December 2018, 31 March
2019
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EXPECTED ADMISSION DATE:
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21 March 2018
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Cairn Financial Advisers LLP
Cheyne House
Crown Court
62-63 Cheapside
London EC2V 6AX
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NAME AND ADDRESS OF BROKER:
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Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
United Kingdom
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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:
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N/A
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DATE OF NOTIFICATION:
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20 February 2018
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NEW/ UPDATE:
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New
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
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THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH
THE APPLICANT'S SECURITIES HAVE BEEN TRADED:
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AIM
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THE DATE FROM WHICH THE APPLICANT'S SECURITIES
HAVE BEEN SO TRADED:
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25 July 2014
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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:
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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.
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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:
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www.bacanoraminerals.com
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DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING
ADMISSION INCLUDING, IN THE CASE OF AN INVESTING
COMPANY, DETAILS OF ITS INVESTING STRATEGY:
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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. The Company intends to raise
a significant amount of new debt and equity
financing to fund its growth as an international
lithium company with new projects in Mexico
and Germany.
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.
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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:
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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.
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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:
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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.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT
TO RULE 7 OF THE AIM RULES:
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None.
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR
SETTLING THE APPLICANT'S SECURITIES:
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The Company's ordinary shares may be settled
in CREST.
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING
TO THE APPLICANT'S SECURITIES:
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www.bacanoraminerals.com
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR
AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY
PUBLIC:
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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
common shares before completion of the Arrangement
is expected to be on 20 March 2018. The last
day for registration of transfers of the Common
Shares and DIs before completion of the Arrangement
is expected to be on 19 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 21 March 2018. The ISIN of the
Bacanora Lithium Shares will be GB00BD20C246.
The AIM symbol will remain as BCN.
The cancellation of trading on AIM and on TSX-V
of the Bacanora Canada common shares is expected
to take place on 21 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 21 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.
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A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S
LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST
HAVE A FINANCIAL YEAR 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:
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www.bacanoraminerals.com
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THE NUMBER OF EACH CLASS OF SECURITIES HELD
IN TREASURY:
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None
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END
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