Vancouver, British Columbia – Bearing Lithium Corp. (“Bearing” or the “Company“) (TSX Venture:BRZ) (OTCQB: BRGRF) (FRANKFURT: B6K1) is pleased to announce that, further to its news release dated June 29, 2018, it expects to close its previously announced spin-out transaction on July 19, 2018.
The spin-out transaction will be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”), which received approval of the Bearing shareholders at a shareholders meeting held June 28, 2018 and received final approval of the Supreme Court of British Columbia on July 4, 2018.
Under the terms of the Arrangement, Bearing will transfer its interests in exploration projects in the gold district of the Yukon and a lithium project in Nevada to Lions Bay Mining Corp. (“Lions Bay”), which is currently a wholly owned subsidiary of Bearing, in exchange for 5,510,000 common shares of Lions Bay (“Lions Bay Shares”). Bearing will retain 2,755,000 Lions Bay Shares and will spin out 2,755,000 Lions Bay Shares to Bearing shareholders. Bearing will continue to hold its interest in the Maricunga Project in Chile as well as its shares in Commander
Pursuant to the Arrangement, Bearing shareholders will receive 0.049921 of a Lions Bay Share for each existing common share of Bearing (each, an “Existing Common Share”). In addition, each Existing Common Share will be exchanged for one new common share of Bearing (each, a “New Bearing Share”). The Existing Common Shares will be delisted from the TSX Venture Exchange effective at the close of business on July 20, 2018. The New Bearing Shares will be listed for trading on the TSX Venture Exchange effective at the market opening on Monday, July 23, 2018 under the same symbol as the Existing Common Shares, “BRZ”.
The Lions Bay Shares will not be listed on the TSX Venture Exchange.Lions Bay anticipates applying to list the Lions Bay Shares on the Canadian Securities Exchange (CSE) following closing of the Arrangement.
For additional details on the Arrangement, shareholders are encouraged to read the Company’s Management Information Circular dated May 28, 2018, which is also available for review under the Company’s profile on SEDAR.