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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 18 January 2022.

Company Description:
Click HERE for a description of the Company

Director Biographies:
Click HERE for Director Biographies

Board Structure:

The Board consists of one executive director and two non-executive directors.

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 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 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 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.

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).

Trading Restrictions

There are no restrictions on the transfer of the Company's AIM Securities.

Trading Platforms

The securities of Bacanora are currently traded on AIM, a market operated by London Stock Exchange.  The Company’s listing on AIM will be cancelled with effect from 7.00am on 26 January 2022. The Company is not quoted on any other exchanges or trading platforms.

AIM Securities in Issue

Ordinary Shares in Issue: 387,136,502
Outstanding Options and RSUs: Nil
Warrants issued: Nil
Fully Diluted Share Capital: 387,136,502

This section was updated on 18 January 2022.

Securities Not in Public Hands

85.85%

The following table lists the significant beneficial holders of the Company's Ordinary Shares as at 14 January 2022.

Significant Shareholders (>3%) as of 18 January 2022:

Shareholder Name Shares Held % Holding
Ganfeng Lithium Ltd 332,348,238 85.85%
Hanwa Co Ltd 12,333,761 3.19%

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

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