BCN.L Regulatory News (BCN)

01 February 2021

Bacanora Lithium plc

("Bacanora" or the "Company")

Ganfeng signs new Joint Venture Agreement following the exercise of its option to increase investment in Sonora Lithium Ltd ("SLL")

Bacanora Lithium plc (AIM: BCN), a lithium development company, is pleased to announce that its cornerstone investor and offtake partner, Ganfeng Lithium Co., Ltd ("Ganfeng"), has today signed a new joint venture agreement in connection with its investment in SLL ("JVA") following the exercise of its option to increase its stake in SLL from 22.5% to 50% (the "Option"). Completion of the JVA remains conditional upon certain approvals and consents from authorities in the People's Republic of China. The final approval outstanding is from the State Administration of Foreign Exchange ("SAFE"), which is expected in the coming weeks at which stage a further announcement will be made.

SLL is the operational holding company for the Sonora Lithium Project (the "Project"). Once Ganfeng has received its approval from the relevant authorities in China and SLL has received £21,883,485 of funds from Ganfeng, completion ("Completion") will take place and SLL will immediately issue 73,955,680 new ordinary shares to Ganfeng, resulting in Ganfeng owning 50% of the enlarged issued share capital of SLL. The funds will be applied towards the development of the Project.

On Completion, the Board of SLL shall comprise two Bacanora appointed Directors and two Ganfeng appointed Directors, with the Chairman being one of the Bacanora Directors. Bacanora will remain as the operator of the Project, while Ganfeng will be responsible for leading the engineering, procurement and construction ("EPC") activities associated with the Project. The JVA incorporates the updated provisions for the new 50:50 joint venture arrangement and this varies and replaces the joint venture agreement entered into by the Company and Ganfeng on 29 June 2019.

Ganfeng is continuing to integrate its flow sheet for the production of battery grade lithium into the final engineering design and remains on schedule to deliver its final engineering packages to Bacanora during H1 2021. Ganfeng continues to work with its equipment suppliers to determine equipment delivery times to align with a target of first production in 2023. Bacanora therefore remains on schedule to commence initial site works at Sonora in 2021, subject to completion of financing, which would enable commencement of production at the plant in 2023.

The entering into the JVA between Bacanora and Ganfeng is deemed to be a related party transaction pursuant to AIM Rule 13, as Ganfeng has a 25.7% interest in the Company's issued share capital. The directors of the Company who are considered to be independent for the purposes of the JVA (being the whole Board other than Mr Wang Xiaoshen, who is the Vice President of Ganfeng), having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, consider that the terms of the JVA are fair and reasonable insofar as the Company's shareholders are concerned.

Peter Secker, CEO of Bacanora said:

"We are pleased that Ganfeng and Bacanora have agreed terms on the updated joint venture agreements and look forward to completion of Ganfeng's investment to own 50% of the Sonora Lithium Project. As already noted, their investment further de-risks the Project and reduces the equity demands on Bacanora's own shareholders to fund Phase 1 of the Project. The Sonora Lithium Project is now well placed to be in production in 2023 and delivering battery-grade lithium products into the fast-growing energy storage market."

ENDS

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

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014

Notes to editors

Bacanora Lithium Plc is an AIM-listed (ticker 'BCN') lithium development and exploration 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.

Cautionary Statement Regarding Forward-Looking Information

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: commodity price volatility; general economic conditions in the UK, the United States, Mexico, Germany and globally; industry conditions, governmental regulation, including environmental regulation; unanticipated operating events or performance; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; competition for, among other things, capital, skilled personnel and supplies; changes in tax laws; and the other risk factors disclosed under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Important notice

The contents of this announcement have been prepared by and are the sole responsibility of Bacanora.