Bacanora Lithium : Notice of Annual General Meeting 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the contents of this document and/or the action you should take, you should immediately obtain your own advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, if not, another appropriately authorised professional adviser.

If you have sold or otherwise transferred (or will sell or transfer) all of your shares in Bacanora Lithium plc (the "Company") prior to the Company's Annual General Meeting ("AGM"), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

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BACANORA LITHIUM PLC

(Incorporated and registered in England and Wales with Registered No: 11189628)

Notice of Annual General Meeting

and

Letter from the Chairman

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Notice of Annual General Meeting of the Company, to be held at The Clubhouse, 8 St James's Square, London, SW1Y 4JU on 30 June 2021 at 2.00 p.m. is set out on pages 6 to 7 of this document.

The formal business of the AGM will only be to consider and vote upon the resolutions set out in the notice of meeting. The resolutions proposed at this AGM relate solely to matters in the ordinary course of business and are of a similar nature to those proposed at previous AGMs. The formal business of the AGM will not deal with any matters pertaining to the possible offer for the Company by Ganfeng International Trading (Shanghai) Limited announced on 6 May 2021.

On conclusion of the formal business of the AGM, the Directors and advisers will conduct a question-and-answer session on any other matters that shareholders wish to raise. Shareholders are requested to submit any questions by e-mailto [e-mail] by no later than 2.00pm on 28 June 2021. Shareholders will be able to listen to the AGM via webcast. An announcement providing dial-detailsfor the webcast will be issued in due course and will be available on our website.

The Board has continued to monitor closely the COVID-19 pandemic and its preference is to welcome shareholders to this year's AGM, especially given that shareholders were prevented from attending last year. The holding of the meeting will be kept under review in line with Public Health England guidance, and based on the Government's roadmap for relaxing restrictions on 21 June 2021, it is hoped that there will be no formal restrictions on attendance by shareholders other than any imposed by the venue owners. We would therefore request that any shareholders planning to attend to inform the Company at [e-mail] by close of business on 28 June 2021, so that attendee numbers can be assessed. We would also strongly encourage shareholders to submit a proxy vote in advance of the AGM. Any changes to the arrangements for the AGM set out above will be communicated to shareholders before the AGM through the Company's website at www.bacanoralithium.com/investor-relations/agm-documents/ and, where appropriate, by a regulatory information service announcement.

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A form of proxy for use in connection with the AGM is enclosed and, to be valid, must be completed, signed and returned, in accordance with the instructions thereon, to the Company's registrars at Link Group, 10th Floor, Central Square, 29 Wellington Street, LS1 4DL as soon as possible and, in any event, by no later than 2.00 p.m. on 28 June 2021. Completion and return of a form of proxy will not preclude shareholders from attending and voting at the AGM in person should they so wish and should the relaxation of COVID-19 restrictions allow. If you do not complete and return a valid form of proxy, no-one else may vote on your behalf. For full details of the procedure for appointing a proxy, please see the notes to the Notice of AGM and the form of proxy.

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LETTER FROM THE CHAIRMAN OF BACANORA LITHIUM PLC

BACANORA LITHIUM PLC

(Incorporated and registered in England and Wales with registered number 11189628)

Directors	Registered Office
Mark Hohnen (Executive Chairman)	4 More London Riverside,
Peter Secker (CEO & Director)	London, SE1 2AU
Jamie Strauss (Non-executive Director)
Eileen Carr (Non-executive Director)
Junichi Tomono (Non-executive Director)
Andres Antonius (Non-executive Director)
Wang Xiaoshen (Non-executive Director)
Graeme Purdy (Non-executive Director)
	3 June 2021

To holders of ordinary shares of £0.10 each in the capital of the Company and, for information purposes only, to the holders of options, warrants and restricted stock units.

Dear Shareholder,

Annual General Meeting of Bacanora Lithium plc (the "Company")

1. Introduction

I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding at The Clubhouse, 8 St James's Square, London, SW1Y 4JU on 30 June 2021 at 2.00 p.m. The formal notice of the AGM is set out on pages 6 to 7 of this document ("Notice of AGM").

The purpose of this letter is to provide shareholders of the Company with details of the background to, and reasons for, the resolutions to be proposed at the AGM (the "Resolutions"), to explain why the Directors believe that the passing of the Resolutions is in the best interests of the Company and the shareholders of the Company as a whole and to recommend that shareholders of the Company vote in favour of the Resolutions.

The formal business of the AGM will only be to consider and vote upon the resolutions set out in the notice of meeting. The resolutions proposed at this AGM relate solely to matters in the ordinary course of business and are of a similar nature to those proposed at previous AGMs. The formal business of the AGM will not deal with any matters pertaining to the possible offer for the Company by Ganfeng International Trading (Shanghai) Limited announced on 6 May 2021.

On conclusion of the formal business of the AGM, the Directors and advisers will conduct a question-and-answer session on any other matters that shareholders wish to raise. Shareholders are requested to submit any questions by e-mailto [e-mail] by no later than 2.00pm on 28 June 2021. Shareholders will be able to listen to the AGM via webcast. An announcement providing dial-detailsfor the webcast will be issued in due course and will be available on our website.

The holding of the meeting will be kept under review in line with Public Health England guidance, but based on the Government's current roadmap for relaxing restrictions on 21 June 2021, it is hoped that there will be no restrictions on attendance by shareholders, other than any imposed by the venue owners.

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If you would like to vote on the Resolutions but cannot attend the AGM, please complete the form of proxy enclosed with this document and return it as soon as possible in the prepaid envelope provided to the Company's registrars, Link Group, 10th Floor, Central Square, 29 Wellington Street, LS1 4DL and in any event by 2.00 p.m. on 28 June 2021. Completion and return of a form of proxy will not preclude shareholders from attending and voting at the AGM in person should they so wish and should the relaxation of COVID-19 restrictions allow. If you do not complete and return a valid form of proxy or attend the AGM in person to vote, no-one else may vote on your behalf.

If you are planning to attend the AGM, I would be grateful if you could confirm this to the Company Secretary by 6.00 p.m. on 28 June 2021 by e-mail to [e-mail]. Failure to confirm your proposed attendance will not preclude you from attending but it assists the Company in arranging appropriate facilities on the day of the AGM.

2. Business to be transacted at the AGM

Details of the Resolutions which are to be proposed at the AGM are set out below. Resolutions 1 to 8 are to be proposed as ordinary resolutions and resolution 9 is to be proposed as special resolutions.

Ordinary Resolution 1: Annual Report and Financial Statements

In accordance with the requirements of section 437 of the Companies Act 2006, the Company will lay before the AGM the Annual Report and Financial Statements of the Company in respect of the year ended 31 December 2020

Ordinary Resolution 2: Annual Directors Remuneration Report

Shareholders will be asked to receive and approve the Report of the Remuneration Committee of the Board, as set out on pages 60 to 67 of the Annual Report for the year ended 31 December 2020. The vote is advisory only (that is, the contents of the report will not change as a result of the vote).

Ordinary Resolution 3: New Share Incentive Schemes

Shareholders will be asked to approve the terms of the new share incentive schemes, the terms of which are detailed on pages 64 to 66 of the Annual Report for the year ended 31 December 2020. In 2020, the Company commissioned the independent remuneration consultants, Pearl Meyer, to undertake a comprehensive review of Bacanora's remuneration policies and structure These new share incentive schemes were developed in conjunction with Pearl Meyer and are based on current best practices and the Directors believe they align with up to date recommendations from the proxy companies ISS and Glass Lewis.

Ordinary Resolutions 4 and 5: Re-appointment of auditors and authority to determine their remuneration

Shareholders will be asked to confirm the re-appointment of BDO as the Company's auditors to hold office until the conclusion of next year's AGM and to grant authority to the Directors to determine the auditors' remuneration.

Ordinary Resolutions 6 to 7: Re-election of Directors

Jamie Strauss and Andres Antonius are retiring by rotation in accordance with Article 88.1 of the Articles of Association of the Company ("Articles") and, being eligible to do so, are offering themselves for re- election.

Ordinary Resolution 8: Grant of authority to the Directors to allot Ordinary Shares

It is proposed to authorise the Directors to allot Ordinary Shares up to a maximum nominal value of £12,804,830 (representing 128,048,300 Ordinary Shares), which is approximately equal to one third of the Company's issued share capital as at 2 June 2021 (being the last practicable date prior to the publication of this document). This authority replaces the authority approved by shareholders at the Company's last AGM and if passed, will expire on the date falling eighteen calendar months from the date of the resolution being passed, or (if earlier) at the conclusion of next year's AGM.

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Special Resolution 9: Disapplication of statutory pre-emption rights on allotment of shares

If the Directors wish to allot unissued shares or other equity securities for cash or sell any shares which the Company may hold in treasury following a purchase of its own shares, the Companies Act 2006 requires that such shares or other equity securities are offered first to existing shareholders in proportion to their existing holdings.

The authority is sought to grant the Directors power to allot equity securities or sell treasury shares for cash up to a maximum aggregate nominal value of £7,682,898 (representing 76,828,980 Ordinary Shares and which would constitute approximately twenty per cent. of the issued share capital of the Company as at 2 June 2021 (being the last practicable date prior to the publication of this document)) without first offering the securities to existing shareholders in proportion to their existing holdings. The total number of Ordinary Shares in issue as at 2 June 2021 was 384,144,901 and the Company did not hold any treasury shares. The proposed resolution also disapplies the statutory pre-emption provisions in connection with a rights issue, open offer or other pre-emptive offer to allow the Directors to make appropriate exclusions and other arrangements in relation to fractional entitlements and to deal with other legal or practical problems, which, for example, might arise in relation to overseas shareholders.

The Directors have no immediate plans to make use of this authority. This authority replaces the authority approved by shareholders at the Company's last AGM and if passed, will expire on the date falling eighteen calendar months from the date of the resolution being passed, or (if earlier) at the conclusion of next year's AGM.

Action to be taken

You are entitled to appoint one or more proxies to attend and vote at the AGM on your behalf. You will find enclosed with this document a form of proxy for use in connection with the AGM. Whether or not you propose to attend the AGM in person, you are requested to complete and return the form of proxy to the Company's registrars, Link Group, 10th Floor, Central Square, 29 Wellington Street, LS1 4DL by no later than 2.00pm on 28 June 2021 and return of a form of proxy will not stop you from attending the AGM and voting in person should you so wish and should this be permitted by COVID regulations at the time of the meeting.

3. Recommendation

The Directors consider that all of the Resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of all of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Yours faithfully

Mark Hohnen

Chairman

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