Issue of Equity

Bacanora Minerals Ltd

('Bacanora' or the 'Company')

Issue of Equity

Bacanora Minerals Ltd (AIM: BCN and TSX-V: BCN), the London and Canadian listed lithium exploration and development company, has entered into a Subscription Agreement ('the Subscription') with Capital Research and Management Company ('Capital'). Under the terms of the Subscription, Capital has agreed to subscribe for 8,573,925 new Common Shares in Bacanora (the 'Subscription Shares') at a price of 86 pence per ordinary share, raising gross proceeds of approximately £7.4 million (approximately US$9.6 million / approximately CAD $13 million) for the Company.

The proceeds of the Subscription will be used to advance both the Company's Sonora Lithium Project ('Sonora') in Mexico, which is one of the larger lithium resources in the world, and its Zinnwald Lithium Project ('Zinnwald') in Germany. Together, these assets are expected to enable the Company to target rapidly growing markets for lithium products in both Asia and Europe.

Admission and Dealings

The Subscription Shares will rank pari passu in all respects with the Company's existing issued ordinary shares and the Subscription Shares will be equivalent to 6.5 per cent. of the enlarged issued share capital. Application has been made for the admission of the Subscription Shares to trading on AIM and it is expected that admission will occur and that dealings will commence at 8.00 a.m. (UK time) on 30 May 2017 ("Admission"). The Subscription is conditional, inter alia, on Admission becoming effective.

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules, following the issue of the Placing Shares, the Company will have 131,906,539 common shares in issue. The Company has no common shares held in treasury. At Admission the total number of voting rights in the Company will therefore be 131,906,539. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules. 

The Subscription was completed in reliance upon exemptions from applicable prospectus and registration requirements. Accordingly, any trades of securities issued under the Subscription that occur in Alberta or to a purchaser in Alberta would be subject to a hold period equal to four months and one day from the date of issuance (being September 25, 2017). Trades of securities occurring through the CREST system among non-Alberta residents will not be subject to this restriction. All of the shares acquired by Capital under the Subscription will be deposited under the CREST system.

**ENDS**

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ABOUT BACANORA:

Bacanora is a Canadian and London listed lithium exploration and development company (TSX-V: BCN and AIM: BCN). The Company is exploring for, and developing a pipeline of international lithium projects, with a primary focus on the Sonora Lithium Project. The Company's operations are based in Hermosillo in northern Mexico. The Company is led by a team with lithium expertise and proven mine development, construction and operations experience.

The Sonora Lithium Project, which consists of ten mining concession areas covering approximately 100 thousand hectares in the northeast of Sonora State. The Company, through drilling and exploration work to date, has established an Indicated Mineral Resource (in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101")) of 4.5 million tonnes (LCE2) and 2.7 million tonnes Inferred3. A Pre-Feasibility Study completed in Q1 20161 demonstrated the economics associated with becoming a 35,000 tpa lithium carbonate and 50,000 tpa SOP producer in Mexico.

In addition to the Sonora Lithium Project, the Company also has a 50% interest in the Zinnwald Lithium Project in southern Saxony, Germany. The Zinnwald Lithium Project is located in a granite hosted Sn/W/Li belt that has been mined historically for tin, tungsten and lithium at different times over the past 300 years. The strategic location of the Zinnwald Lithium Project allows immediate access to the German automotive and downstream lithium chemical industries.

1 See Technical Report on the Pre-Feasibility Study for the Sonora Lithium Project, Mexico, 15 April 2016. The authors of the PFS are Ausenco Limited, SRK and Independent Mining Consultants Inc. A copy of this report is available under Bacanora's corporate profile at www.sedar.com.

2 LCE = lithium carbonate (Li2CO3) equivalent; determined by multiplying Li value in percent by 5.324 to get an equivalent Li2CO3 value in per cent. Use of LCE is to provide data comparable with industry reports and assumes complete conversion of lithium in clays with no recovery or process losses.

3 See Amended Mineral Resource Estimate for the Sonora Lithium Project, Mexico, April 2016. The lead author of the amended report is Mr. Martin Pittuck (MSc., C.Eng., FGS, MIMMM) of SRK Consulting (UK) Limited ('SRK'). A copy of this report is available under Bacanora's corporate profile at www.sedar.com.