(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.
The Arrangement
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 Maricunga 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."
Next StepThe 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.
About Bearing:
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:Ray BaterinaCorporate
SecretaryInfo@bearinglithium.com604-262-8835
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.
NOT FOR DISSEMINATION OR DISTRIBUTION IN
THE UNITED STATES AND NOT FOR DISTRIBUTION TO US NEWSWIRE
SERVICES.
Reader Advisory
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
Bearing Lithium (TSXV:BRZ)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Bearing Lithium (TSXV:BRZ)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024