Bacanora Lithium : Notice of GM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own personal financial advice from an independent financial adviser authorised and regulated under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

If you have sold or otherwise transferred, or you sell or otherwise transfer all of your Ordinary Shares in Bacanora Lithium plc, please send this document together with the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was or is effected, for onward delivery to the purchaser or transferee. If you have sold or otherwise transferred part only of your holding of Ordinary Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The Directors, whose names are set out on page 8, accept responsibility for the information contained in this document (including any expressions of opinion). To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

BACANORA LITHIUM PLC

(Incorporated in England and Wales under number 11189628)

Notice of General Meeting

Proposed Reduction of Capital to create Distributable Reserves

Proposed Distribution in Specie pursuant to section 845 of the Companies Act 2006

This document should be read as a whole. Your attention is drawn to the letter from the Chairman which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting.

The formal business of this meeting is solely for Shareholders to approve a reduction of capital to create distributable reserves, primarily to enable a distribution in specie of the shares owned by Bacanora in Zinnwald Lithium plc, and to approve such distribution.

Notice of a General Meeting of Bacanora Lithium plc to be held at The Clubhouse, 8 St James's Square, London, SW1Y 4JU at 10.00 a.m. on 24 September 2021 is set out at the end of this document. Shareholders will find attached to this document a Form of Proxy for use at the General Meeting. To be valid, the attached Form of Proxy, completed in accordance with the instructions thereon, should be returned as soon as possible but, in any event, so as to be received by Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL not later than 10.00 a.m. on 22 September 2021 or 48 hours before any adjourned meeting. Proxy votes can also be submitted through CREST.

For full details on proxy appointments, see the notes to the Notice of General Meeting and accompanying Form of Proxy.

Cairn Financial Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company. Its responsibility as the Company's nominated adviser under the AIM Rules for Nominated Advisers is owed solely to the London Stock Exchange and is not owed to the Company or to any Director or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this document. Cairn Financial Advisers LLP is acting exclusively for the Company and for no one else and will not be responsible to anyone other than the Company

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for providing the protections afforded to its clients or for providing advice in relation to the contents of this document.

Copies of this document are available from the Company's registered office from the date of this document until the date of the General Meeting. This document will also be available for download from the Company's website, www.bacanoralithium.com.

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TABLE OF CONTENTS
	Page
Expected Timetable of Principal Events	4
Important Information	5
Definitions	6
Letter from the Chairman	8
Appendix - Notice of General Meeting	12

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication date of this document	6 September 2021
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 22	September 2021
General Meeting	10.00 a.m. on 24	September 20211
Announcement of result of General Meeting	24 September 2021
Court hearing to confirm Directions	6 October 20212
Court hearing to confirm the Reduction	19 October 20212
Registration of Court Order and Effective Date	As soon as reasonably practicable after confirmation
	of the reduction by the Court3

If any details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory News Service. All references in this document to times are to London time unless otherwise stated.

Notes:

1. The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.
2. The expected dates for the Court hearings are based on provisional dates that have been obtained for the required Court hearings of the Company's application. These provisional hearing dates are subject to change and dependent on the Court's timetable.
3. This date will depend on, amongst other things, the date on which the Registrar of Companies registers the Court Order.

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IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that a General Meeting of the Shareholders will be held at The Clubhouse, 8 St James's Square, London, SW1Y 4JU at 10.00 a.m. on 24 September 2021.

COVID-19, SHAREHOLDER ATTENDANCE, VOTING AND PROXY APPOINTMENT

The Company continues to monitor the COVID-19 situation, including UK Government legislation and guidance, and will continue to do so in the lead up to the General Meeting. The health of our Shareholders, employees and stakeholders is extremely important to us. Whilst as at the date of this document all restrictions on public meetings have been lifted, there is no guarantee that circumstances will not change between the date of this document and the date of the General Meeting. If this were to happen the Company may have no option but to take the decision that Shareholders, advisers and other guests will not be allowed to attend the General Meeting in person and anyone seeking to attend the General Meeting will be refused entry. In these circumstances the Company may arrange for the minimum quorum of two Shareholders necessary to conduct the business of the General Meeting to be present in person at the General Meeting and appropriate social distancing guidelines will be observed.

Shareholders are strongly encouraged therefore to appoint the Chairman of the General Meeting as their proxy with directions as to how to cast their vote on the Resolutions proposed. If a Shareholder appoints someone else as their proxy, that proxy may not be able to attend the General Meeting in person or cast that Shareholder's vote. Please refer to the detailed notes contained in the Notice of General Meeting and the Form of Proxy.

In the event that the Company is forced, due to the reimplementation of COVID-19 restrictions, to restrict physical attendance at the General Meeting, a further announcement will be made as to what alternative arrangements will be put in place and how members will be able to ask questions which they may have otherwise asked at the General Meeting in person regarding the Resolutions.

The Voting Record Time (being the date and time that persons eligible to vote at the General Meeting are registered Shareholders) is 6:00pm on 22 September 2021.

A Form of Proxy for use in connection with the General Meeting 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, Leeds, LS1 4DL as soon as possible and, in any event, by no later than 10.00 a.m. on 22 September 2021. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting in person should they so wish and should the continued 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 General Meeting and the Form of Proxy. Forms of Proxy received later than the specified time will be invalid.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www. euroclear.com).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (Link Group) no later than 10:00 a.m. on 22 September 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

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