AIM Rule 26

The information included in this section is disclosed pursuant to AIM Rule 26 of the AIM Rules for Companies and was last updated on 7 October 2020.

Company Description:
Click HERE for a description of the Company

Director Biographies:
Click HERE for Director Biographies

Board Structure:
The Board consists of two executive directors and six non-executive directors, of whom four are considered to be independent, being James Strauss, Dr Andres Antonius, Eileen Carr and Graeme Purdy. James Strauss is also the Lead Independent Director. The Chairman is responsible for leadership of the Board and for the efficient conduct of the Board's function. The Chairman is expected to encourage the effective contribution of all directors and promote constructive and respectful relations between Directors and Senior Management.

The Board has determined that the role of Chairman currently requires a specific skill set and additional time to be dedicated by the Chairman to assist the CEO with certain Executive functions. Accordingly, Mark Hohnen is appointed Executive Chairman and in the event of any conflicts of interest in relation to the functions of a Chairman, the Lead Independent Director shall represent the Board.

The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance. The Board believes it has the requisite blend of experience in financial and operational matters, as well as improving gender balance, at a Board and Senior Management level to deliver on its strategy.

The Board does not believe that any of the Directors have too many directorship roles at other listed companies and hence at risk of “over-boarding” as defined by ISS voting guidelines, but will continue to monitor this on an ongoing basis. The Board is satisfied that the Chairman and each of the non-executive Directors are able to devote sufficient time to the Group's business.

Audit Committee
The Company has adopted terms of reference for the Audit Committee which establishes the Committee's purpose, scope, roles and responsibilities, membership and general constitution. The Committee is comprised of three members, all of whom are independent non-executive Directors (Graeme Purdy, Dr Andres Antonius and Eileen Carr as Committee Chairman). The Committee has unrestricted access to the Group's Auditor. The CFO attends the Committee meeting by invitation.

The Audit Committee's overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Committee is responsible for overseeing for the Company, major subsidiaries and the Group as a whole, the following matters:
• Financial reporting;
• Internal control and risk management systems;
• Internal audit function;
• External audit and the relationship with the external auditors; and
• Whistleblower and Fraud programme

Remuneration Committee
The Company has adopted terms of reference for the Remuneration Committee which establishes the Committee's purpose, scope, roles and responsibilities, membership and general constitution. The Committee is comprised of three members, all of whom are independent non-executive Directors (Dr Andres Antonius, Eileen Carr and James Strauss as Committee Chairman).

The Remuneration Committee assumes general responsibility for assisting the Board in respect of remuneration policies and strategies for the Company and ensuring thy are designed to support strategy and promote long-term sustainable success. It ensures that the Company offers competitive remuneration that is aligned to company purpose and values, and clearly linked to the successful delivery of the Group's long-term strategy, whilst remaining financially responsible. It also ensures formal and transparent procedure for developing policy on executive remuneration and determining director and senior management remuneration. The Committee is responsible for overseeing for the Company, major subsidiaries and the Group as a whole, the following matters:
• Remuneration policies, including long- and short-term incentives;
• Review of Executive Management performance and recommendations for incentive awards;
• Annual Reporting of the Company's remuneration activities;
• Administration of Incentive plans;
• Company policies regarding pension and other benefits; and
• The engagement and independence of external remuneration advisers

Corporate Governance and Sustainability Committee
The Company has adopted terms of reference for the Corporate Governance and Sustainability Committee which establishes the Committee’s purpose, scope, roles and responsibilities, membership and general constitution. The Committee is comprised of three members of whom one is an executive Director, Mark Hohnen, and two are independent non-executive Directors (Eileen Carr and James Strauss as Committee Chairman).

The Corporate Governance and Sustainability Committee's overall goal is to provide for the Board's effectiveness and continuing development in maintaining a high standard of corporate governance. The Committee is also responsible for overseeing, on behalf of the Board, the development, implementation and monitoring of the Company's sustainable development in all its internal policies and operations around the three pillars of a Sustainability framework - Environment, Social and Governance (“ESG”). The Committee shall be responsible for overseeing for the Company, major subsidiaries and the Group as a whole, the following matters:
• Corporate Governance matters highlighted by the QCA Code on Corporate Governance
• Sustainability matters and policies across the 3 main pillars of Environmental policies, Social policies and Governance policies.
• Undertake and report on an annual basis an ESG Materiality assessment to identify key issues as the company moves through its evolution from Exploration to Construction and into Production
• Reporting of all ESG and Corporate Governance matters in company publications.

Corporate Governance Code:
The Board recognises the importance of sound corporate governance commensurate with the size of the Company and the interests of Shareholders while still allowing operational flexibility. Bacanora Lithium plc has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code. The Company’s QCA Statements set out in broad terms how the Company complies at that point in time. The Company also provides regular updates in its Annual Reports and on its website in relation to its compliance with the code.

Bacanora Lithium QCA Statement - 2020 Statement to download

Governance Documents
The functions of the Board are set out its Board Charter, which includes detail on matters exclusively reserved for the Board. Terms of Reference for each Board Committee set out the roles and responsibilities for the Committees and can be viewed below. These Terms of Reference are regularly reviewed and revised where appropriate.
• Board Charter
• Audit Committee - Terms of Reference
• Remuneration Committee - Terms of Reference
• Corporate Governance and Sustainability Committee - Terms of Reference

The Company’s Code of Conduct and other Group Corporate Governance Policies are listed here

Current constitutional documents:
Click HERE for the Company’s updated articles of association that were approved at the 2020 AGM

AGM Materials and Proxy Results
Click HERE for the documentation and Proxy Results from the Company's AGMs

Country of Incorporation:
United Kingdom

Bacanora Lithium plc was incorporated in England and Wales under the Companies Act

Country of Operation:
Mexico (Sonora Project), Germany (Zinnwald Project)

Trading Restrictions:
There are no restrictions on the transfer of the Company's AIM Securities

Trading Platforms:

The securities of Bacanora are traded on AIM, a market operated by London Stock Exchange. The Company is not quoted on any other exchanges or trading platforms.

Following the completion of the Plan of Arrangement in March 2018, all former Bacanora Minerals Ltd shareholders who have not completed a Letter of Transmittal are requested to do so as soon as possible. Until a valid form is received and processed these dissentient shares will be held in Trust until 23 March 2021, at which point the shares will be cancelled. The Letter of Transmittal is attached and includes the addresses of the Registrars for shareholders to send their forms to, dependent on whether they Within or Outside of the Americas.

Click here to download the Letter of Transmittal

AIM Securities in Issue:

Ordinary Shares in Issue: 223,815,683
Outstanding Options and RSUs: 5,427,229
Warrants issued: 6,000,000
Fully Diluted Share Capital: 235,242,912

This section was updated on 7 October 2020.

Securities not in public hands:

52.6%

The following table lists the significant beneficial holders of the Company's Ordinary Shares as at 7 October 2020.

Significant Shareholders (>3%):

Shareholder name Shares held % holding
Ganfeng Lithium Ltd 57,600,364 25.7%
M&G Plc 44,373,385 19.8%
Hanwa Co Ltd 12,333,761 5.5%
Igneous Capital Limited (1) 9,883,774 4.4%
D&A Income Limited (1) 4,738,010 2.1%

(1) Igneous Capital Limited is a private corporation incorporated under the laws of the British Virgin Islands that is controlled by and ultimately beneficially owned by Mr. Graham Edwards. Mr. Edwards is also one of the potential beneficiaries of a trust that owns D&A Income Limited.

Financials:
Click HERE for the financial statements of the Company

Press Releases:
Click HERE for all notifications made by the Company

Takeover Code:

The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a company with its registered office in the United Kingdom, Channel Islands or Isle of Man, if any of its securities are admitted to trading on a multilateral trading facility in the United Kingdom, which includes AIM. The Company is such a company and, following completion of the Arrangement, the Company will be subject to the Takeover Code and Shareholders will be entitled to the protection afforded by the Takeover Code.

Admission Document:
Click HERE for Bacanora Minerals Ltd 2014 AIM admission document.

Click HERE for Bacanora Lithium plc 2018 AIM admission document.

Key Advisers:

Broker:

CitiGroup Global Markets 
33 Canada Square
London, UK
E14 5LB

Canaccord Genuity
88 Wood Street
London, UK
EC2V 7QR

Nominated Adviser:
Cairn Financial Advisers LLP
Cheyne House
Crown Court
62-63 Cheapside
London
EC2V 6AX

Legal Counsel:
Gowling WLG (UK) LLP
4 More London
Riverside
London
SE1 2AU

Public Relations:
Tavistock
1 Cornhill
London
EC3V 3NR