NI 43-101 report
Vancouver, British Columbia - Bearing Resources Ltd. ("Bearing" or the "Company") (TSX Venture: BRZ) is pleased to announce that, on April X, 2017 it filed a Registration Statement on Form F-4 with the United States Securities and Exchange Commission (the “SEC”), as required under the previously announced agreement and plan of merger (the “Agreement”) with Li3 Energy Inc. (“Li3”).The Registration Statement has been filed with the SEC for the purpose of registering the 16 million common shares of Bearing issuable to the Li3 shareholders on closing of the merger Agreement, and is a critical stage in the steps towards closing.
Jeremy Poirier, President and CEO, commented “the filing of the F-4 registration marks an important milestone towards completing the merger with Li3 Energy. We look forward to working constructively with the SEC through their review period and hope to announce a shareholder vote in a timely fashion.”
Bearing’s Agreement with Li3 Energy Inc. will enable it to acquire an interest in the advanced-stage Maricunga project located in Chile (the “Maricunga Project”), which represents one of the highest-grade development opportunities in the Americas. Assuming completion of the transaction, Bearing will have an undivided 17.7% interest in the project with all expenditures through to the delivery of a Definitive Feasibility Study (DFS) fully-funded by its joint-venture partners. In excess of US$30 million has been invested in the Maricunga Project to date.
The transactions are subject to customary closing conditions, including the approval of the TSX Venture Exchange and of the shareholders of Li3 and, if required, of Bearing, and the SEC declaring the Registration Statement effective.
ON BEHALF OF THE BOARD
Signed "Jeremy Poirier"
Jeremy Poirier, Director President and CEO
FOR FURTHER INFORMATION PLEASE CONTACT:
Jeremy Poirier | Director, President & CEO
Phone: + 1 604 262 8835
The Merger cannot close until all of the conditions have been satisfied and there can be no certainty that the Merger will be completed, either as presently proposed, or at all.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This communication relates to a proposed business combination between Li3 Energy, Inc. (“Li3”) and Bearing Resources Ltd. (“Bearing”). In connection with this proposed business combination, Li3 and/or Bearing has filed and will file relevant materials with the Securities Exchange Commission (the “SEC”) and applicable Canadian securities regulatory authorities (“Canadian Securities Commissions”), including the Bearing registration statement on Form F‐4 that will include a proxy statement of Li3 and constitute a prospectus of Bearing. INVESTORS AND SECURITY HOLDERS OF Li3 AND BEARING ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC AND THE CANADIAN SECURITIES COMMISSIONS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement (if and when available) will be mailed to stockholders of Li3. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Li3 and/or Bearing through the website maintained by the SEC at www.sec.gov and, in the case of documents of Bearing filed with the Canadian Securities Commissions, on Bearing’s SEDAR profile on www.sedar.com. Copies of the documents filed with the SEC by Li3 will be available free of charge on Li3’s website at www.li3energy.comor by contacting Li3’s Investor Relations Department by email firstname.lastname@example.org.Copies of the documents filed with the SEC and the Canadian Securities Commissions by Bearing will be available free of charge on Bearing’s website at www.bearingresources.ca or by contacting Bearing’s Investor Relations Department by email at Skoyich@briscocapital.com or by phone at (403) 619-2200.
Participants in the Merger
Li3, Bearing, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Li3 in connection with the Merger. Information regarding the officers and directors of Li3 is set forth in Li3’s annual report on Form 10-K for the year ended June 30, 2016, which was filed with the SEC on October 7, 2016.Additional information regarding the interests of such potential participants are also included in the Registration Statement on Form F4 (and will be included in the definitive proxy statement/prospectus for the Merger) and other relevant documents filed with the SEC.
Cautionary Statement on Forward‐looking Information
Certain statements in this news release contain forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward‐looking information under applicable Canadian securities legislation (collectively, “forward‐looking statements”) that may not be based on historical fact, but instead relate to future events, including without limitation statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. All statements other than statements of historical fact included in this release are forward‐looking statements, including statements regarding: the ability of Bearing and Li3 to consummate the transactions contemplated by the Agreement; the anticipated benefits of the transactions contemplated by the Agreement, including the Merger; and statements regarding the operation of each of Li3 and Bearing’s businesses, including the interest in mineral properties to be acquired by virtue of the Merger.
Such forward‐looking statements are based on a number of assumptions, including assumptions regarding the ability of the parties to satisfy, in a timely manner, the conditions contained in the Agreement; the successful development and/or commercialization of Li3 and Bearing’s respective products, including the receipt of necessary regulatory approvals; general economic conditions; that the parties’ respective businesses are able to operate as anticipated without interruptions; competitive conditions; and changes in laws, rules and regulations applicable to Li3 and Bearing. Although management of Li3 and Bearing believe that the assumptions made and expectations represented by such statements are reasonable, there can be no assurance that a forward‐looking statement contained herein will prove to be accurate. Actual results and developments may differ materially from those expressed or implied by the forward‐looking statements contained herein and even if such actual results and developments are realized or substantially realized, there can be no assurance that they will have the expected consequences or effects. Factors which could cause actual results to differ materially from current expectations include: non‐completion of the transactions contemplated by the Agreement, including due to the parties failing to receive the necessary shareholder, stock exchange and regulatory approvals or the inability of the parties to satisfy in a timely manner and on satisfactory terms the necessary conditions; the failure to successfully develop or commercialize the parties’ respective products; adverse changes in general economic conditions or applicable laws, rules and regulations; and other factors detailed from time to time in each of Li3 and Bearing’s periodic disclosure. Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward‐looking statements and information, which are qualified in their entirety by this cautionary statement. All forward‐looking statements and information made herein are based on the parties’ current expectations and neither party undertakes an obligation to revise or update such forward looking statements and information to reflect subsequent events or circumstances, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Bearing Resources Ltd.
Bearing is an exploration and development company. The Li3 Definitive Agreement will enable it to acquire an interest in the advanced-stage Maricunga project located in Chile, which represents one of the highest-grade development opportunities in the Americas. Assuming completion of the transactions contemplated by the Agreement, Bearing will have an undivided 17.7% interest in the project with all expenditures through to the delivery of a Definitive Feasibility Study (DFS) fully-funded by its joint-venture partners. The Maricunga Project has had in excess of US$25 million of exploration to date.