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:
4th Floor,
97 Jermyn Street,
London,
SW1Y 6JE
Trading Address:
Calle Uno No 312
Col. Bugambilias,
Hermosillo
Sonora
Mexico
CP. 83140
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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
borates and lithium. Its operations are based in Hermosillo in northern Mexico.
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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107,874,353 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: £100 million.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT
ADMISSION:
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47.5%
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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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Colin Ian Orr-Ewing (Non-executive Chairman)
Martin Fernando Vidal Torres (President and Director)
Derek Batorowski (Chief Financial Officer and Director)
James Gerald Leahy (Non-executive Director)
Mark Ainsworth Hohnen (Non-executive Director)
Kiran Caldas Morzaria (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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Before
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After
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Rare Earth Minerals plc
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16,682,915
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15.42%
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16,682,915
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15.42%
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Igneous Capital Limited
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15,000,000
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13.91%
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15,000,000
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13.91%
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Colin Orr-Ewing
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10,818,793
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10.03%
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10,818,793
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10.03%
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BlackRock
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9,750,000
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9.04%
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9,750,000
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9.04%
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M&G Investment Funds
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8,399,642
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7.79%
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8,399,642
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7.79%
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D&A Income Ltd
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5,303,030
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4.92%
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5,303,030
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4.92%
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Saorse Limited
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3,510,046
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3.25%
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3,510,046
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3.25%
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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 December 2016, 31 March 2017, 31 December
2017
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EXPECTED ADMISSION DATE:
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17 August 2016
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Cairn Financial Advisers LLP
61 Cheapside
London EC2V 6AX
United Kingdom
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NAME AND ADDRESS OF BROKER:
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Stifel Nicolaus Europe Ltd
150 Cheapside
London EC2V 6ET
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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18 July 2016
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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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On 11 September 2015, Bacanora Canada announced that Mr. Colin Orr-Ewing, Non-Executive
Chairman of Bacanora Canada, had informed Bacanora Canada that he had an interest over 10,968,793 Bacanora Canada Shares
whereas his previously disclosed interest as set out in Bacanora Canada's admission document dated 21 July 2014 was
erroneously stated as being 9,958,683 Bacanora Canada Shares.
Except as disclosed above, 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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Following the publication of the preliminary feasibility study on the Sonora Lithium
Project prepared in accordance with National Instrument 43-101, Bacanora Canada has commenced a definitive feasibility
study ("DFS") for a two stage mine and processing facility to produce up to 35,000 tpa of lithium carbonate at its Sonora
Project in northern Mexico. As part of this study the Company has initiated an infill reserve drilling program,
appointed international engineering and technical consultants to undertake the geological resource modelling,
metallurgical test work, mine designs and process engineering, as well as recruiting additional technical personnel with
lithium development and operating expertise. The Company is currently scheduling to have the DFS completed in Q1
2017.
The Company will continue to review the feasibility of producing boric acid or colmanite
from its Magdalena Borate Project. It has also been developing a preliminary mine plan and carrying out additional
metallurgical test work programmes for the production of boric acid from howlite mineralisation. The Company
intends to commence a preliminary feasibility study on its borate assets, including a detailed full scale boric acid
plant design and costing, revised mine plan and environmental baseline studies and mine permitting activities.
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A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT,
WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN
PUBLISHED:
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On 31 May 2016, Bacanora Canada announced its third quarter results for the 9 month period
to 31 March 2016. The financial results and the management discussion and analysis are available on Bacanora
Canada's website at www.bacanoraminerals.com.
On 20 May 2016, Bacanora Canada announced that it has raised approximately £7.7 million
via the placing of 9,750,000 units (the "Placing Units") at a price of £0.79 per Placing Unit with certain funds and
accounts managed by BlackRock. Each Placing Unit is comprised of one new common share of Bacanora Canada and 0.3 of one
common share purchase warrant, with each whole warrant being exercisable into one common share at a price of £0.79 at any
time subsequent to 25 July 2016, but on or before 30 September 2016. Accordingly, an aggregate of 9,750,000 Placing
Shares and 2,925,000 Placing Warrants were issued under this Placing.
On 15 April 2016, Bacanora Canada announced that it had filed a Pre-Feasibility Study and
amended mineral resource estimate for its Sonora Lithium Project. It also announced that it had filed an amended
Preliminary Economic Assessment for its Magdalen Borate Project. The reports are available on Bacanora Canada's website
at ww.bacanoraminerals.com.
On 16 November 2015, Bacanora Canada announced that it had raised approximately £8.8
million via the placing of 11,476,944 new common shares at a price of 77 pence per share. The funds raised are
being used to advance the Sonora Lithium Project and to expand and upgrade the Pilot Plant. The expanded plant will be
used to produce battery grade lithium carbonate marketing samples for distribution to potential off-take partners in
Europe and Asia.
On 28 August 2015, Bacanora Canada announced that it had finalised a conditional long-term
lithium hydroxide supply agreement. Bacanora Canada will continue to develop a number of strategic relationships
with international lithium trading companies and mining companies for the sale of its lithium products, in addition to
the conditional supply agreement previously announced.
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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 concessions.
Sonora Lithium Project:
Concession Name
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Title #
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Record Date
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Expiry Date
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Area (Ha)
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100 % interest owned by Bacanora Minerals
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La Ventana
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235611
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01/22/2010
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01/21/2060
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875
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La Ventana 1
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243127
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07/10/2014
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07/07/2064
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945
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70% interest owned by Bacanora Minerals
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El Sauz
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235614
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01/22/2010
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01/21/2060
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1,025
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Fleur
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243132
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07/10/2014
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07/07/2064
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2,334
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El Sauz 1
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244345
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08/11/2015
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08/10/2065
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200
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El Sauz 2
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243029
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05/30/2014
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05/29/2064
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1,144
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Fleur 1
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243133
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07/10/2014
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07/07/2064
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1,630
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Buenavista
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235613
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01/22/2010
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01/21/2060
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649
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Megalit
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Approved for Title
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11/07/2013
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n/a
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87,085
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San Gabriel
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235816
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03/12/2010
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03/11/2060
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1,500
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Magdalena Borate Project:
Concession Name
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Title #
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Record Date
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Expiry Date
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Area (Ha)
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San Francisco No. 1
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243913
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08/13/2002
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08/12/2052
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552
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San Francisco No. 2
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243956
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09/18/2002
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09/17/2052
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370
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San Francisco No. 3
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243955
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09/18/2002
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09/17/2052
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108
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San Francisco Fraction 1
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226247
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05/17/2005
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05/16/205
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2,344
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San Francisco Fraction 2
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243888
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05/17/2052
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05/16/2052
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860
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El Represo
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243919
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04/12/2007
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04/11/2057
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1,200
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El Represo 1
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238106
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07/13/2011
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07/19/2061
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382
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El Represo 2
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240129
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04/13/2012
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04/12/2062
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1,288
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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 16 August 2016. The last day for registration of transfers of the Common Shares and DIs
before completion of the Arrangement is expected to be on 16 August 2016.
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 17 August
2016. 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 17 August 2016.
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 ("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.
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 first class post at
the risk of the person entitled thereto.
Bacanora Canada Shareholders who hold their shares in CREST
Depositary interests representing Bacanora Canada Shares held in uncertificated form in
CREST will be disabled in CREST on the Effective Date. Bacanora Canada Shareholders who hold their shares in CREST
are not required to complete and return the Letter of Transmittal.
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
17 August 2016. 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
If the Arrangement is implemented, Shane Shircliff, non-executive director of Bacanora
Canada, will step down from the Bacanora Canada Board and will not join the Bacanora Lithium Board. Apart from Mr
Shircliff, all the current Bacanora Canada directors will become directors of Bacanora Lithium.
Details of Directors' other directorships are as follows:
Name
|
Current directorships/ partnerships
|
Past directorships/ partnerships
|
Colin Orr Ewing
|
Bacanora Minerals Ltd
|
Cambria Africa PLC
Cordillera Resources PLC
Madagascar Oil Ltd
Tubutama Ltd
Vatukoula Gold Mines PLC
|
Martin Fernando Vidal Torres
|
Bacanora Minerals Ltd
Minerales Industriales Tubutama SA de CV
Minera Sonora Borax SA de CV
Mexilit SA de CV
Minera Megalit SA de CV
Grupo Ornelas Vidal S.A. de C.V.
|
|
Derek Batorowski
|
Bacanora Minerals Ltd
Blacksteel Energy Inc
|
Westcore Energy Ltd
Tembo Gold Corp. (formerly Lakota Resources Inc.)
|
Mark Hohnen
|
Bacanora Minerals Ltd
Boss Resources Ltd
Australian Insurance Exchange Ltd
Cedarvale Investments Pty Ltd
Craton Diamonds (Propriety) Limited
Fernan Pty Ltd
Gnarabup Beach Pty Ltd
Halsbrook Holdings Pty Ltd
Harley (WA) Pty Ltd
Salt Lake Potash Ltd
Peak Coal Pty Ltd
The Vines (WA) Pty Ltd
Vynben Custodian Pty Ltd
Vynben Custodian No. 2 Pty Ltd
Kumla Pty Ltd
|
Pretorian Resources Ltd
Hohnen Investments Pty Ltd
Coronet Resources Pty Ltd
Oakhampton Pty Ltd
North River Resources
Mawson West Limited
Mtemi Resources
Kalahari Minerals PLC
Extract Resources
Swakop Uranium Pty
|
James Leahy
|
Bacanora Minerals Ltd
Geiger Counter Ltd
Fine and Dandy Musicals Ltd
|
Forte Energy NL
Mineral Commodities Ltd
Bellzone Mining PLC
Continental Coal Ltd
OPI International
Alberta Coal Ltd
African Power Corp Ltd
Skinners' Almhouse Charity
Mirabaud Securities
Anglo-South African Company Ltd
Light Shearwater LLP
|
Kiran Morzaria
|
Bacanora Minerals Ltd
Rare Earth Minerals Plc
European Metals Holdings Ltd
UK Oil & Gas Investments PLC
Built Intelligence Ltd
Academy Minerals Ltd
|
Lonrho Ltd
Vatukoula Gold Mines Plc
API technology (UK) Ltd
Immersion Technology Property Ltd
Travelwelcome Ltd
Horse Hill Developments Ltd
Solo Oil PLC
River Diamonds UK Ltd
Panguma Diamonds Ltd
Viso Gero International Inc.
Vatukoula Finance Pty Ltd
Vatukoula Gold Pty Ltd
Vatukoula Australia Pty Ltd
Vatukoula Gold Mines Ltd
Solo Oil (Argentina) Ltd
Tubutama Borax PLC
Tubutama 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 £500,000, 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
|