Vancouver, British Columbia, November 3, 2022 – (TSXV: BRZ) Bearing Lithium Corp. (the “Corporation” or “Bearing“) is pleased to announce that the Supreme Court of British Columbia has granted a final order approving the previously announced plan of arrangement (the “Arrangement“) with Lithium Power International Limited (“LPI“)(ASX:LPI) and LPI Canada Holdings Ltd. The Arrangement was approved by the Bearing shareholders, optionholders and warrantholders on October 28, 2022.
Bearing expects that, subject to the satisfaction or waiver of the remaining conditions to the completion of the Arrangement, including the closing of the MSB SpA transaction (the “Joint Venture Partner Transaction“) (as described in the press release dated October 31, 2022), the Arrangement will be completed later this month. For further details regarding the Arrangement and the remaining steps, please see the October 31, 2022 press release.
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 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 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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