Vancouver, British Columbia, December 16th, 2022 – (TSXV: BRZ) Bearing Lithium Corp. (the “Corporation” or ”Bearing“) wishes to provide an update on its announced plan of arrangement (the “Arrangement“) with Lithium Power International Limited (“LPI“) (ASX:LPI) and LPI Canada Holdings Ltd. The Arrangement is one part of a strategy for LPI to consolidate 100% ownership of the Maricunga Lithium Brine project in Chile (the “Maricunga Project“) which Bearing currently has a 17.14% interest in.
LPI advised today in a press release that the certain conditions to enable LPI to Completion of the MSB SpA transaction (the “Joint Venture Partner Transaction“) (as described in the press release dated October 31, 2022), have now been satisfied with final Australian court approval for that transaction having been obtained on Thursday, December 15, 2022. LPI anticipates that formal completion of the Joint Venture Partner Transaction will occur early next week, which will result in MSB SpA transferring its 31.31% interest in the Maricunga Project to LPI.
Further details with respect to LPI’s press release can be found on LPI’s website at https://lithiumpowerinternational.com.
Completion of the Joint Venture Partner Transaction was a condition to completion of the Arrangement, which is now expected to close on or about December 22, 2022.
It is expected that Bearing’s common shares (“Bearing Shares“) will be halted from trading on the TSX Venture Exchange (“TSXV“) effective the close of trading on Monday December 19, 2022 to enable final settlements to occur by December 21, 2022. The Bearing Shares will be de-listed from the TSXV following completion of the Arrangement.
In connection with closing of the Arrangement, Bearing shareholders on the Corporation’s register at closing will receive 0.7 of an ordinary share of LPI for each one (1) Bearing Share held, pursuant to the terms of the Arrangement.
In addition, the cash distribution payable to Bearing shareholders under the terms of the Arrangement will be distributed to Bearing shareholders on the Corporation’s register at the time of closing, which payment is estimated to be in the amount of approximately $0.015 per Bearing Share held and is expected to be distributed a few days following the closing date.
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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 Bearing 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; the Corporation’s position as a minority joint venture partner in the Maricunga Project in the event that the Arrangement does not close; 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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