Vancouver, British Columbia, December 22, 2022 – (TSXV: BRZ) Bearing Lithium Corp. (“Bearing” or the “Corporation“) is pleased to announce that effective today it has closed the previously announced plan of arrangement (the “Arrangement“) with Lithium Power International Limited (“LPI“)(ASX:LPI) and LPI Canada Holdings Ltd. (“AcquireCo“).
Pursuant to the Arrangement, AcquireCo, a wholly owned subsidiary of LPI, acquired all of the issued and outstanding common shares of Bearing (the “Bearing Shares“) and holders of Bearing Shares (“Bearing Shareholders“) received 0.7 ordinary shares of LPI (“LPI shares“) for each one (1) Bearing Share held (the “Consideration“), subject to rounding. All outstanding Bearing stock options and warrants will remain outstanding according to their original terms and expiry dates, and will be exercisable into LPI Shares subject to the ratio of 0.7 LPI Shares for one (1) Bearing Share. In addition, under the terms of the Arrangement, holders of Bearing Shares on the Corporation’s register at the time of closing are entitled to receive a cash distribution in the amount of approximately $0.015 per Bearing Share (the “Cash Distribution“).
In addition, Bearing is pleased to announce that LPI closed the MSB SpA transaction (“Joint Venture Partner Transaction“) (as described in Bearing’s press release dated October 31, 2022) on December 20, 2022. The closing of the Arrangement and the Joint Venture Partner Transaction together results in 100% ownership of the Maricunga Lithium Brine Project in Chile (the “Maricunga Project“) being consolidated in LPI.
TSXV De-Listing, Payment of Cash Distribution and LPI Shares
The Bearing Shares were voluntarily halted from trading on the TSX Venture Exchange (“TSXV“) on December 19, 2022 and will remain halted until they are formally de-listed from the TSXV during the week of December 26, 2022.
Payment of the Cash Distribution and LPI Shares to former holders of Bearing Shares is expected to be made by Computershare Investor Services Inc. during the week of December 26, 2022.
Mark Ashley acted as strategic and corporate advisor to Bearing. DS Lawyers Canada LLP acted as legal advisors and Torretti y Cia acted as Chilean legal advisors to Bearing in relation to this transaction.
Additional Information for Registered Holders of Bearing Shares
Registered Bearing Shareholders (i.e. shareholders who hold Bearing Shares in physical share certificates or in DRS statement form) who have not already done so should submit their letter of transmittal (and if applicable, physical share certificates representing their Bearing Shares) to Computershare Investor Services Inc., the depositary pursuant to the Arrangement, in order to receive the Consideration that they are entitled to pursuant to the Arrangement. Bearing Shareholders who do not hold their Bearing Shares in their own name (“Beneficial Shareholders“) should contact their broker or other intermediary to make the necessary arrangements in order for such Beneficial Shareholder to receive the Consideration that they are entitled to pursuant to the Arrangement.
Letters of transmittal were sent to Bearing Shareholders with proxy materials. Additional copies are available on the Company’s profile on SEDAR at www.sedar.com or may be obtained by contacting Computershare Investor Services Inc. by telephone at 1-800-564-6253 (Canada and the U.S.) or 514-982-7555 (Outside North America) or by e-mail at email@example.com.
As part of the Arrangement, the Bearing Shares will be delisted from the TSX Venture Exchange.
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Forward-Looking Information and Disclaimers
Certain statements contained in this press release constitute “forward-looking statements” as such term is used in applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or are not statements of historical fact and should be viewed as “forward-looking statements”. There are “forward-looking statements” included in this press release that relate to the delisting of the Bearing Shares from the TSX Venture Exchange, the anticipated benefits of the Arrangement for the Maricunga Project, and the timing of the payment of the Cash Distribution and Consideration. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
In addition, forward looking statements or information are based on a number of assumptions 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 of the expected post-Arrangement timeline and impact on Bearing’s future operations.
Forward-looking statements necessarily involve risks, including, without limitation, the risk that the Arrangement does not yield the benefits that Bearing anticipates; the general regulatory environment in which LPI operates and of the Maricunga Project; the tax treatment of the Corporation; the general economic, financial, market and political conditions impacting the industry and markets in which LPI operates; and the risks identified in the Information Circular of the Corporation in respect of the Arrangement dated September 27, 2022 available under Bearing’s profile on SEDAR at www.sedar.com.
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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