Bacanora Lithium plc (AIM: BCN), a lithium development company, announces the successful placing of new ordinary shares of £0.10 each in the share capital of the Company (the “New Ordinary Shares”) announced yesterday.

A total of 101,395,885 New Ordinary Shares in the Company (the “Placing Shares”) have been placed with institutional and professional investors by Citigroup Global Markets Limited (“Citi”), Canaccord Genuity Limited (“Canaccord”), WH Ireland Limited (“WHIreland”) (together, the “Bookrunners”), at a price of 45 pence per Placing Share (the “Placing Price”), representing gross proceeds of approximately US$62 million (the “Placing”).

The Placing Price represents a 19.6% discount to the mid-market closing price of 56 pence on 2 February 2021, being the last practicable closing price prior to the announcement of the Placing.

In conjunction with the Placing, retail and other investors have subscribed for 5,600,000 New Ordinary Shares in the capital of the Company (the “Retail Offer Shares”) pursuant to an offer made by the Company via the PrimaryBid platform (“Retail Offer”), raising additional gross proceeds of approximately US$3 million.

Together, the Placing and Retail Offer raised gross proceeds of approximately US$65 million through the issue of a total of 106,995,885 New Ordinary Shares. The Placing Shares and the Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares.

Following Admission, the total number of shares in issue in the Company will be 330,811,568. Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM.  It is currently expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence on AIM, on or around 8.00 a.m. on 8 February 2021.

In addition to the Placing and Retail Offer, Ganfeng Lithium Co. Ltd. (“Ganfeng”) has stated its intention to potentially exercise its pre-emptive right at the Placing Price and to increase its holding in the Company to up to a maximum of 29.99% in line with its original shareholding in 2019. Completion of this investment from Ganfeng is conditional upon obtaining board approval and certain approvals and consents from authorities in the People’s Republic of China.

Peter Secker, CEO of Bacanora said:

“I am pleased to announce the results of this successful fundraising which will allow Bacanora to meet its capital commitments for the development of our flagship Sonora Lithium project in Mexico and commence our transition from exploration company to lithium producer by 2023. I am very grateful for the support shown by our existing shareholders and welcome all our new investors at this exciting new chapter. This is a major achievement for the Company, and I thank all parties involved including our joint venture partner Ganfeng, which has shown further support for Bacanora by proposing to exercise its pre-emption right beyond this fundraising to maintain its position as our largest shareholder.

“The fundraise is the final piece of the Company’s 50% share of the financing required to bring Stage 1 of Sonora into production. This successful fundraising will allow the Company to achieve its ambition of becoming an international lithium production company.

“Bacanora, as stated previously, represents one of London’s few listed pure-play lithium development companies and we, along with Ganfeng, are working tirelessly to unlock the substantial value for shareholders.  The partnership remains committed to achieving battery-grade lithium production in 2023, ensuring this project’s importance to the future lithium supply chain and the economy of Mexico.”

Director participation

Eileen Carr, a director of the Company, has participated in the fundraise for a total of 88,889 New Ordinary Shares at the Placing Price. The participation by this director of the Company is considered to be a related party transaction under the AIM Rules. The Directors of the Company, excluding the participating director, having consulted with the Company’s nominated adviser, Cairn Financial Advisers LLP, consider that the terms of the participation are fair and reasonable insofar as the Company’s shareholders are concerned.

This Announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 (“MAR”). Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

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

Notes to editors

Bacanora Lithium Plc is an AIM-listed (ticker ‘BCN’) lithium development company. The Company is focused on building, in collaboration with its major shareholder and offtake partner, Ganfeng Lithium (the world’s largest lithium metals producer), a 35,000 tonne per annum open pit lithium carbonate operation at its flagship asset, the Sonora Lithium Project in Mexico. The Sonora Lithium Project has 8.8 million tonnes of lithium carbonate (Li₂CO₃) equivalent resources, with an approximate 250-year resource life, as detailed in its December 2017 Feasibility Study.

Sonora Lithium Ltd (“SLL”) is the operational holding company for the Sonora Lithium Project and owns 100% of the La Ventana concession. The La Ventana concession accounts for 88% of the mined ore feed in the Sonora Feasibility Study which covers the initial 19 years of the project mine life. On completion of this option exercise, SLL will be owned 50% by Bacanora and 50% by Ganfeng Lithium Co., Ltd. SLL also owns 70% of the El Sauz and Fleur concessions. 

Bacanora also owns 44.3% of Zinnwald Lithium Plc (AIM: ZNWD), which in turn owns a 50% interest in the Zinnwald Lithium Project and the Falkenhain and Altenberg Licences in southern Saxony, Germany.

IMPORTANT NOTICES

No action has been taken by the Company, the Bookrunners or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and each of the Bookrunners to inform themselves about and to observe any such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”)) to be published. Persons needing advice should consult an independent financial adviser.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE “UNITED STATES”), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Singapore or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to (a) in the European Economic Area (“EEA”), persons who are “qualified investors” within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129); and (b) in the United Kingdom, at qualified investors as defined under Article 2 of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities referred to herein will be engaged in only with, Relevant Persons. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this communication or its contents.

The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The Placing Shares are, subject to certain exceptions, being offered and sold outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa, Singapore or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, Singapore or Japan or any other jurisdiction in which such activities would be unlawful.

By participating in the Bookbuild process and the Placing, each person who is invited to and who chooses to participate in the Placing (each a “Placee”) by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in the Appendices to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendices to this Announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

NOTICE TO SWISS INVESTORS

This announcement is not intended to constitute a public offer or solicitation to purchase or invest in shares of Bacanora Lithium plc. The shares of Bacanora Lithium plc may not be publicly offered, sold or advertised, directly or indirectly, into or in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA“), except under an exemption from the prospectus requirements of the FinSA. This announcement does not constitute a prospectus within the meaning of the FinSA. Neither this announcement nor any other offering or marketing material relating to the shares of Bacanora Lithium plc may be distributed or otherwise made available in Switzerland in an manner which would require the publication of a prospectus in Switzerland pursuant to the FinSA. Neither this announcement nor any other offering or marketing material relating to the Offering, Bacanora Lithium plc and/or its shares have been or will be filed with or approved by any Swiss regulatory authority. With respect to the shares of Bacanora Lithium plc, this announcement constitutes advertising within the meaning of article 68 of the FinSA.

Notice to Hong Kong investors

The contents of this Announcement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Placing. If you are in any doubt about any of the contents of this Announcement, you should obtain independent professional advice. This is not an offer to the public and the Placing Documents (as defined below) will not be registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong or any other applicable ordinance in Hong Kong.

This Announcement must not, therefore, be distributed, issued, or possessed for the purpose of distribution or issue, to persons in Hong Kong other than (1) to professional investors within the meaning of the Securities and Futures Ordinance of Hong Kong (including professional investors falling within the Securities and Futures (Professional Investors) Rules) or (2) in circumstances which would not constitute an offer to the public for the purpose of the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Securities and Futures Ordinance of Hong Kong.

NOTICE TO CANADIAN INVESTORS

The Placing Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

The offering of the Placing Shares may be made on a private placement basis in the Province of Ontario and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and the Bookrunners that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or distribution; (ii) is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada. The Placing Shares are subject to restrictions on transfer pursuant to their terms, and are subject to further restrictions on transfer and resale in Canada, and in some cases outside of Canada. The Company is not responsible for ensuring compliance by investors with any resale restrictions. Canadian purchasers are advised to seek legal advice prior to any resale of the Placing Shares.

NOTICE TO SINGAPOREAN INVESTORS

This Announcement does not constitute, and may not be used in connection with, an offer or sale, or an invitation for subscription or purchase of any Placing Shares, and will not, and has not be registered as a prospectus with the Monetary Authority of Singapore. Neither this Announcement nor any other document or material in connection with the Placing, or the offer or sale, or invitation for subscription or purchase of the Placing Shares, shall be circulated or distributed, whether directly or indirectly, to persons in Singapore, other than to the following exempted persons and in accordance with the conditions set out in the Securities and Futures Act of Singapore (Chapter 289) (the “SFA“), being (i) an institutional investor (as defined in Section 4A of the SFA) in accordance with the conditions specified in Section 274 of the SFA, (ii) a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable provision of the SFA.

Certain statements contained in this Announcement constitute “forward-looking statements” with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ”targets”, ”plans”, ”believes”, ”expects”, ”aims”, ”intends”, ”anticipates”, ”estimates”, ”projects”, ”will”, ”may”, “would”, “could” or “should”, or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company’s operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company’s financing arrangements, foreign currency rate fluctuations, competition in the Company’s principal markets, acquisitions or disposals of businesses or assets and trends in the Company’s principal industry. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its Directors and the Bookrunners each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the rules of AIM or the FCA.

Citi and Canaccord are each authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the PRA and FCA. WHIreland is authorised and regulated by the FCA. Each of Citi, Canaccord and WHIreland is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. Citi, Canaccord and WHIreland will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

In connection with the Placing, each of the Bookrunners and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, each of the Bookrunners and any of their affiliates acting in such capacity. In addition, each of the Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which each of the Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. None of the Bookrunners intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Each of the Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

This Announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Citi, Canaccord and WHIreland or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Each of the Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future

This Announcement does not constitute a recommendation concerning any investor’s options with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Placing Shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

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Original Article: https://polaris.brighterir.com/public/bacanora_lithium/news/rns/story/wvp1mqw