AIM Rule 26

The information included in this section is disclosed pursuant to AIM Rule 26 of the AIM Rules for Companies and was last updated on 11 January 2018.

Company Description:
Click HERE for a description of the Company

Director Biographies:
Click HERE for Director Biographies

Board Committees:
The Board consists of two executive directors and four non-executive directors. The Chairman is responsible for leadership of the Board and for the efficient conduct of the Board's function. The Chairman is expected to encourage the effective contribution of all directors and promote constructive and respectful relations between Directors and senior management.

The Directors believe that they have sufficient experience in implementing accounting systems and controls which will provide a reasonable basis for them to make proper judgements as to the financial position and prospects of the Company.

The Company has adopted a charter for the Audit Committee which establishes the Audit Committee's purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Audit Committee is comprised of three members. The Audit Committee's overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company.

The Audit Committee, inter alia, meets with the Company's external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company's accounting and financial reporting processes, the Company's internal accounting controls and the resolution of issues identified by the Company's auditors.

The Company has adopted terms of reference for its Remuneration Committee which establishes the Remuneration Committee purpose and responsibilities, establishment, composition, authority and duties. The Remuneration Committee is comprised of three members.

The Remuneration Committee assumes general responsibility for assisting the Board in respect of remuneration policies for the Company and to review and recommend remuneration strategies for the Company and proposals relating to compensation for the Company's officers, directors and consultants and to assess the performance of the officers of the Company in fulfilling their responsibilities and meeting corporate objectives. It has the responsibility for, inter alia, administering share and cash incentive plans and programmes for Directors and employees and for approving (or making recommendations to the Board on) share and cash awards for Directors and employees.

The Company considers that, at this this stage in its development, it is not necessary to establish a formal nominations committee. This decision will be kept under review by the Directors on an on-going basis.

Country of Incorporation:

Canada (Alberta)

There are significant differences between UK corporate law and those applicable to the Company by means of its incorporation in Alberta, Canada and therefore, the rights of shareholders may be different from the rights of shareholders in a UK incorporated Company. 

The Company is not required under Canadian law to offer new Common Shares to existing Shareholders on a pre-emptive basis as is required of companies incorporated under the UK Companies Act. As such, it may not be possible for existing shareholders to participate in future share issues, which may dilute an existing shareholder's interest in the Company. However, the Company and each of the Directors have undertaken not to issue new Common Shares accounting for more than 25 per cent. in aggregate of the enlarged share capital in any one year without seeking shareholder's approval.

When acquiring shares in the Company, shareholders are entitled under Canadian securities laws to categorise themselves as "objecting" ("Obos") or "non-objecting" ("Nobos"). By registering as such, which they usually do through the entity through which they acquired their shares, Obos are noting that they object to their interest and their details being disclosed to the Company. Notwithstanding the foregoing, Canadian securities law makes disclosure mandatory at the point where a 10 per cent interest is acquired.

The Company is not subject to the provisions of the Disclosure and Transparency Rules and, consequently, shareholders will not be subject to any UK requirement to disclose to the Company the level of their interests in Common Shares. The Company has amended its bylaws to include provisions, requiring shareholders holding 3 per cent. or more of the voting rights in the Company to notify the Company thereof and of subsequent changes thereto which reach, exceed or fall below a 1 per cent. threshold.

Therefore, the rights of shareholders may be different from the rights of shareholders in a UK incorporated Company. 

Country of Operation:

Trading Restrictions:
There are no restrictions on the transfer of the Company’s AIM Securities

Current constitutional documents:
Click HERE for the articles of incorporation, as amended
Click HERE for the bylaws of the Company

Trading Platforms:
The Company's Common Shares are also listed and posted for trading on the TSX Venture Exchange.

AIM Securities in Issue:
This section was updated on 11 January 2018.

Securities not in public hands:
This section was updated on 11 January 2018. The calculation comprises the holdings of substantial shareholders (>10%) and all related parties.

Significant Shareholders (>3%):

Shareholder name Shares held % holding
M&G Investments Funds 13,456,784 10.04%
Blackrock 13,138,292 9.80%
Hanwa Co Ltd 12,333,261 9.20%
Cadence Minerals Plc 12,285,058  9.17%
Orr-Ewing Estate  10,818,793  8.07%
Igneous Capital Limited (1)  10,500,000 7.83%
The Capital Group  8,573,925  6.40%
D&A Income Ltd. (1)  5,303,030  3.96%

(1) Graham Edwards is the ultimate beneficial owner of Igneous. Mr. Edwards is also one of the potential beneficiaries of a trust that owns D&A Income Limited, which owns 5,303,030 Common Shares representing 3.99 per cent. of the issued share capital of the Company

This section was updated on  11 January 2018.

Click HERE for the financial statements of the Company

Click HERE for all notifications made by the Company

Corporate Governance Code:
The Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, NI 58-101 - Disclosure of Corporate Governance Practices, prescribes certain disclosure by the Company of its corporate governance practices in addition NP 58-201 - Cororate Governance Guidelines, provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101 and NP 58-201.

As a result of its listing on the TSX-V and being a reporting issuer in the Canadian provinces of Alberta, British Columbia and Saskatchewan, the Company has established corporate governance practices and procedures appropriate for a publicly listed company of its size and stage. The Company complies with relevant Canadian corporate governance standards to the extent that the Directors reasonably consider appropriate for a company of Bacanora Minerals' size and type. In particular, the Company has established and properly constituted an Audit Committee and a Remuneration Committee.

Takeover Code:
The Company is not subject to the UK City Code on Takeovers and Mergers. As a company incorporated in Alberta and listed on the TSX Venture Exchange, it falls under the Canadian law. Further, the Company has voluntarily adopted certain aspects of UK legislation into its bylaws, as detailed in the admission document dated 21 July 2014.

Admission Document and Circulars:
Click HERE for the Company's 2014 AIM admission document.

Key Advisers:

Canaccord Genuity
88 Wood Street
London, UK

Nominated Adviser:
Cairn Financial Advisers LLP
Cheyne House
Crown Court
62–63 Cheapside

Gowling WLG (UK) LLP
4 More London

Macquarie Capital (Europe) Limited
Ropemaker Place
28 Ropemaker Street

Financial Public Relations:
St Brides Partners
3 St Michael's Alley
London EC3V 9DS
United Kingdom