Ganfeng Lithium Co., Ltd. (SZSE:002460) have entered into an agreement to regarding the terms of a possible cash offer to acquire 82.6% stake in Bacanora Lithium Plc (AIM:BCN) from a group of shareholders for approximately £180 million on May 6, 2021. Ganfeng will acquire the remaining 273.2 million shares of Bacanora at a price of £0.675 per share in cash. It is intended that the Possible Offer, if made, would be structured as a recommended offer to be implemented by way of a scheme of arrangement. In a related transaction, Ganfeng to subscribe for a total of 53,333,333 new Bacanora Shares at the placing price of £0.45 per share. Post completion of all the transactions, Ganfeng will have 100% stake in Bacanora, of which Ganfeng International Trading (Shanghai) Limited, wholly owned subsidiary of Ganfeng will hold 17.4% stake. Offer is subject to the issuance of a notice of record-filing from either (a) the People's Democratic Republic of China's Provincial Development and Reform Commission or (b) the People's Democratic Republic of China's National Development and Reform Commission (as the case may be), in each case to Ganfeng in respect of the Offer; written approval from the People's Democratic Republic of China's Ministry of Commerce to Ganfeng in respect of the Offer; written approval from the People's Democratic Republic of China's State Administration of Foreign Exchange to Ganfeng in respect of the Offer; the completion of due diligence by Ganfeng, and the Ganfeng Board being satisfied at its sole discretion with the outputs of the due diligence processes; confirmation of the Bacanora Independent Directors' intention to provide their unanimous, unqualified and unconditional recommendation to Bacanora Shareholders to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (having been advised by Bacanora's financial advisers that the financial terms of the Offer are fair and reasonable); receipt by Bacanora of confirmation of Ganfeng board's intention to provide its unanimous, unqualified and unconditional recommendation to Ganfeng Shareholders to vote in favour of an offer, the High Court of Justice in England and Wales sanctioning the Scheme and other closing conditions. In particular, Bacanora Shareholders should note that the Offer, if made, would be conditional upon, among other things, the Scheme becoming unconditional and Effective (including its approval by a majority of Scheme Shareholders present and voting (in person or by proxy) representing 75%. Ganfeng has submitted its application for approvals from various Chinese authorities in respect of the Outbound Direct Investment Pre-Condition, continued to progress its due diligence exercise and scheduled a meeting of Ganfeng Holdco Shareholders for June 28, 2021 to seek approval to proceed with the Possible Offer. The transaction is subject to the approval of the Mexican Federal Economic Competition Commission. As on June 28, 2021, the transaction was approved by the shareholders of Ganfeng Lithium Co., Ltd. As of July 8, 2021, Bacanora has been informed by Ganfeng that it has received the necessary approvals and notices from various authorities in China in order to satisfy the Outbound Direct Investment Pre-Condition. As of July 29, 2021, The satisfaction or waiver of the Due Diligence Pre-Condition is at the sole discretion of the Ganfeng Board. The Bacanora Independent Directors have requested, and the Takeover Panel has consented to, an extension to the deadline by which Ganfeng is required either to announce a firm intention to make an offer for Bacanora in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Bacanora, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Accordingly, this deadline has been extended until August 26, 2021. As of August 25, 2021, the Bacanora Independent Directors intend unanimously to recommend that Bacanora shareholders accept the offer. The offer will be conditional upon, amongst other matters, Ganfeng receiving valid acceptances in respect of, and/or having otherwise acquired, Bacanora Shares which constitute more than 50% of the voting rights relating to the Bacanora shares. Cairn Financial Advisers LLP consider that the terms of the Offer Agreement are fair and reasonable insofar as Bacanora Shareholders are concerned. In accordance with Rule 2.6(a) of the Code, by not later than June 3, 2021, Ganfeng must either announce a firm intention to make an offer for Bacanora in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. As of July 1, 2021, the deadline for making the offer has been extended to July 29, 2021. As of October 6, 2021, the closing date of the offer is November 14, 2021. As of October 13, 2021, Ganfeng received acceptance of 0.3% stake. As of October 22, 2021, the timetable for the Offer be suspended until such time as the Mexican Antitrust Clearance Condition is satisfied or waived. The Conditions to the Offer (including the Mexican Antitrust Clearance Condition) must be satisfied or waived by no later than the Long Stop Date, being 11:59 P.M. on December 31, 2021. As at 3.00 p.m. on November 11, 2021, Ganfeng had received valid acceptances of the Offer in respect of a total of 106.5 million Bacanora Shares representing approximately 27.7% of Bacanora's issued ordinary share capital, which Ganfeng may count towards the satisfaction of the Acceptance Condition. As on December 3, 2021, Ganfeng holds, or has received valid acceptances in respect of, a total of 280.204819 million Bacanora Shares representing 72.9% stake in aggregate of Bacanora's issued ordinary share capital, which Ganfeng may count towards the satisfaction of the Acceptance Condition. As on December 16, 2021, valid acceptances of the Offer in respect of a total of 283,865,210 Bacanora Shares representing approximately 73.9% has been received. As on December 17, 2021, Mexican Antitrust Clearance Condition has today been satisfied. Ganfeng confirms that all remaining Conditions to the Offer have been satisfied or, where applicable, waived. Accordingly, the Offer has become unconditional. Ganfeng intends to procure that Bacanora makes applications to cancel the admission of the Bacanora Shares to trading on AIM and to re-register Bacanora as a private limited company, as per the terms. As of December 23, 2021, Bacanora Lithium Plc as informed the London Stock Exchange that it wishes to cancel the admission to trading of Bacanora Shares on AIM with effect from January 26, 2022. As of January 20, 2022, Ganfeng Lithium Co., Ltd. received a valid acceptances of the Offer in respect of 86.2% of Bacanora Shares.

Sandy Jamieson and Liam Murray of Cairn Financial Advisers LLP acted as financial advisors to Bacanora Independent Directors. Ross Allister and Michael Nicholson of Peel Hunt LLP acted as financial advisors and Gowling WLG (UK) LLP acted as legal advisor to Bacanora Lithium Plc. Teacher Stern LLP acted as legal advisor to Ganfeng. Link Market Services Limited acted as registrar to Bacanora. Chris Nicholls, Dom Young and Craig Lukins of Teneo Holdings LLC acted as financial advisors to Ganfeng Lithium Co., Ltd.

Ganfeng Lithium Co., Ltd. (SZSE:002460) have completed the acquisition of 82.6% stake in Bacanora Lithium Plc (AIM:BCN) from a group of shareholders on January 25, 2022.