Vancouver, British Columbia, October 31, 2022 – (TSXV: BRZ) Bearing Lithium Corp. (the “Corporation” or “Bearing“) is pleased to announce that at its annual, general and special meeting of securityholders held earlier today, securityholders of Bearing voted in favour of the resolutions necessary to give effect to the plan of arrangement (the “Arrangement“) under the Business Corporations Act (British Columbia) with Lithium Power International Limited (“LPI“)(ASX:LPI).
The resolution in respect of the Arrangement was approved by over 99% of votes cast (representing 67.2% securities capable of being voted) by Bearing shareholders, option holders and warrant holders. Bearing shareholders also approved all of the annual meeting matters set forth in the notice of meeting for the shareholder meeting.
As announced by the Corporation in prior news releases, assuming the Arrangement is completed, then under the terms of the Arrangement:
- LPI will, through LPI Canada Holdings Ltd., acquire the outstanding common shares of Bearing in exchange for issuing new ordinary shares of LPI (“LPI Shares“) to holders of Bearing Shares (“Bearing Shareholders“), on the basis of 0.7 new LPI Shares for each one (1) outstanding Bearing Share;
- Bearing stock options and warrants will remain outstanding following the Arrangement and will continue to be exercisable into LPI Shares (using the same exchange ratio as the Bearing Shares); and
- Bearing Shareholders as at the date of the closing of the Arrangement are expected to receive a cash distribution from Bearing (the payment and amount of which is subject to the risk factors described in the Information Circular).
In addition, Bearing Shareholders who continue to hold LPI Shares at the relevant time will be entitled to participate in a spin-out transaction whereby LPI is planning to spin out its Western Australian lithium exploration assets into a separate growth company (“DemergeCo“), and distribute shares in the DemergeCo to all holders of LPI Shares on a pro rata basis at the time of the spin-out, which is expected to occur during the first quarter of calendar 2023.
Update on Joint Venture Partner Transaction:
Bearing also announces that LPI’s shareholders have voted in favour of the special resolution of LPI to approve LPI’s transaction with MSB SpA, the other joint venture partner in the Maricunga project (the “Joint Venture Partner“), whereby LPI will acquire remaining 31.13% interest in the Marcunga project not owned by LPI or Bearing (the “Joint Venture Partner Transaction“). Upon completion of both the Arrangement and the Joint Venture Partner Transaction, LPI will have a 100% consolidated interest in the Maricunga project. The Joint Venture Partner Transaction is scheduled to receive final court approval in Australia on or about November 17, 2022 and is expected to close shortly thereafter.
Gil Playford, Chief Executive Officer and Chairman of Bearing stated: “We are pleased to see that Bearing securityholders have sent a clear message in support of the transaction with LPI. The combination of the Bearing and MSB SpA transactions are expected to yield significant benefits by creating one entity focused on advancing the Maricunga project.”
The next steps for the Bearing transaction are, or are expected to be, the following:
- On or about November 2, 2022: the British Columbia Supreme Court will hold the hearing in respect of a final order approving the Arrangement (the “Final Order“) at 9:45 a.m. PST.
- Week beginning November 14th 2022: assuming the Final Order is obtained and all other conditions to closing the Arrangement are satisfied, the Arrangement will be closed to coincide with LPI’s closing of the MSB SpA transaction (see “Update on Joint Venture Partner Transaction” above) and the steps as set out in the Arrangement will occur in the order and times as set out in the Arrangement (the “Closing Date“).
- It is anticipated that within approximately five (5) business days following the closing of the Arrangement: (a) Bearing will distribute the cash distribution to the final Bearing shareholders as of the date of closing of the Arrangement and (b) that registered Bearing shareholders that have submitted their letter of transmittal, will receive their new LPI Shares.
The timeline above is an estimate only, and the closing of the Arrangement and the Joint Venture Partner Transaction each remain subject to a number of closing conditions, as described in the Information Circular in respect of the Arrangement, which is available on SEDAR under Bearing’s SEDAR profile at www.sedar.com.
Bearing will issue a subsequent news release closer to the estimated Closing Date regarding the anticipated timing for the halt of the trading of the Bearing Shares on the TSXV and subsequent de-listing of the Bearing Shares from the TSXV.
Bearing Lithium Corp (BRZ) is a pure-play lithium company focused on the development of Chile’s next high-grade lithium mine. The Maricunga joint venture (which includes LPI), in which Bearing holds a 17.14% interest, is the highest quality pre-production lithium brine project in South America and has one of the world’s highest-grade lithium resources at 1,167 mg/l lithium and 8,500 mg/l potassium. The September 2021 NI 43-101 compliant resource estimate for the deposit totals 2.9 Mt LCE now all classified as Measured and Indicated. Over $US 67 million has been invested in the Maricunga project to date.
For more Information, please contact:
Corporate Secretary Info@bearinglithium.com
Forward-Looking Information and Disclaimers
Certain information contained in this press release may contain forward looking statements within the meaning of applicable securities laws. The use of any of the words “continue”, “plan”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve”, “enhance” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this document contains forward-looking statements concerning: the expected process for and timing of closing the Arrangement, including the anticipated halt and subsequent de-listing of the Bearing Shares from the TSXV; the anticipated benefits of the Arrangement for the Maricunga project; the closing of the Arrangement, including with respect to obtaining any necessary approvals and satisfying any conditions and the expected timing thereof.
In addition, forward looking statements or information are based on a number of assumptions, including assumptions regarding the expected timing of the closing of the Arrangement, which have been used to develop the forward-looking statements in this press release but which may prove to be incorrect and which have been used to develop such statements and information in order to provide stakeholders with a summary for Securityholders of the expected Arrangement timeline and impact on Bearing’s future operations.
Forward-looking statements necessarily involve risks, including, without limitation, the risk that the Arrangement is not completed on the terms described in this press release, or is delayed or is not closed for any reason, including for any reason described in the Information Circular; the ability of the Corporation to receive all necessary regulatory and court approvals in order to close the Arrangement; the Corporation’s position as a minority joint venture partner in the Maricunga project in the event that the Arrangement is not closed; the risk that the Arrangement does not yield the benefits that Bearing anticipates; the risk that LPI does not complete the Joint Venture Partner Transaction; the risk that LPI does not complete the spin-out of DemergeCo for any reason; the general regulatory environment in which the Corporation operates; the tax treatment of the Corporation; the general economic, financial, market and political conditions impacting the industry and markets in which the Corporation operates; and the risks identified in the Information Circular.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Furthermore, the forward looking statements contained herein are made as at the date hereof and Bearing does not undertake any obligation to update publicly or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Shareholders are reminded that there may be tax consequences for Bearing shareholders associated with the Arrangement, including: (1) consequences associated with the exchange of shares of a Canadian corporation for shares of an Australian corporation; and (2) additional Chilean tax consequences for Bearing shareholders who own or control 10% or more of the Bearing Shares at the date of the Arrangement (inclusive of stock options, warrants, and Bearing Shares sold within 12 months prior to the closing of the Arrangement). Shareholders should consult with their tax advisors and refer to the information contained in the Information Circular in respect of the Arrangement, which is available on SEDAR under Bearing’s SEDAR profile at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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