(TSXV: BRZ) Bearing Lithium Corp. (the
"
Corporation" or "
Bearing")
announced today that an information circular (the
"
Information Circular") and other materials (the
"
Securityholder Materials") will be mailed to the
holders of the Corporation's common shares ("
Bearing
Shares"), stock options and warrants (collectively, the
"
Securityholders"), in connection with the
previously announced meeting of the securityholders of Bearing
scheduled to be held on October 28, 2022 at 10:00 a.m. (Vancouver
time) (the "
Meeting"), to approve the statutory
plan of arrangement (the "
Arrangement") as
previously announced and agreed to pursuant to the arrangement
agreement dated June 22, 2022 (the "
Arrangement
Agreement") among the Corporation, Lithium Power
International Limited ("
LPI"), a company listed on
the Australian Stock Exchange under the symbol "LPI", and LPI
Canada Holdings Ltd. ("
LPI Canada").
The Arrangement
As previously announced by the Corporation in
its June 22, 2022 news release, if the Arrangement is completed,
then under the terms of the Arrangement:
- LPI will, through LPI Canada,
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 Arrangement are expected to receive a cash distribution from
Bearing of approximately C$0.015 per Bearing Share (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 at a later date following completion of the Arrangement.
The Arrangement was approved by the board of
directors of the Corporation and the Corporation’s board of
directors recommends that Securityholders vote in favour of the
Arrangement. Sequeira Partners provide the board of directors with
a fairness opinion, dated June 19, 2022, to the effect that, at the
date of such opinion, the consideration to be received by the
Bearing Shareholders pursuant to the Arrangement, is fair from a
financial point of view to the Bearing Shareholders.
LPI has also separately entered into an
agreement with its other joint venture partner (as described in the
Information Circular) in the Maricunga Lithium Brine Project in
Chile (the "MSB Project") to acquire the remaining
31.13% interest in the MSB Project not owned by Bearing or LPI (the
"Joint Venture Partner Transaction"), which if
completed in conjunction with the Arrangement, would consolidate a
100% indirect interest in the MSB Project in LPI. Bearing
Shareholders will continue to have an interest in the MSB Project
as shareholders of LPI.
The Meeting
The Meeting is scheduled to be held at Suite 810
- 789 West Pender Street, Vancouver, BC, V6C 1H2, with the option
to participate virtually via live webcast, at 10:00 a.m. (Vancouver
time) on October 28, 2022. Securityholders and registered
proxyholders that wish to attend the Meeting online, can attend by
going to https://meetnow.global/MATWUV4. In order to participate
online, Securityholders must have a valid 15-digit control number
and proxyholders must have received an email from Computershare
containing an invitation code. The record date (the "Record
Date") for voting at the Meeting was established as the
close of business on September 9, 2022. Securityholders at the
Record Date will be entitled to vote on the Arrangement on the
basis of one vote per each Bearing Share, Bearing stock option and
Bearing warrant held as of the Record Date. The Information
Circular provides important and detailed instructions about how to
participate at the Meeting, both physically or virtually.
To be approved at the Meeting, the Arrangement
requires the affirmative vote of at least 66 2/3% of the votes cast
at the Meeting, whether in person or by proxy, by the holders of
Bearing Shares, Bearing stock options and Bearing warrants, with
all securities voting together as one class.
The deadline for Securityholders (other than
Securityholders that participate virtually via webcast) to submit
their proxies or voting instructions in order to vote on the
Arrangement is 10:00 a.m. (Vancouver time) on October 26, 2022.
Any questions or requests for further
information regarding voting at the Meeting should be directed to
the Corporation at info@bearinglithium.com.
LPI has already obtained a waiver from the
Australian Stock Exchange such that LPI will not require a
shareholder meeting to approve the Arrangement. However, LPI will
require LPI shareholder approval for approval of the Joint Venture
Partner Transaction and Bearing understands that this meeting of
LPI shareholders is also scheduled to be held on or about October
28th 2022.
Information Circular
The Information Circular contains, among other
things, information regarding procedures for voting on the
Arrangement, as well as other background and material information
regarding the Arrangement and the Arrangement Agreement. In
addition to being mailed to Securityholders, the Information
Circular and Securityholder Materials will also be available as
follows:
On Bearing's
Website at www.bearinglithium.com; or
Under
Bearing's SEDAR profile at: www.sedar.com.
Any questions or requests for further
information regarding voting at the Meeting should be directed to
the Corporation at info@bearinglithium.com.
Voting your Securities
Any registered Securityholder who would like to
attend the Meeting can join physically at Suite 810 - 789 West
Pender Street, Vancouver, BC, V6C 1H2 or can join virtually by
going to https://meetnow.global/MATWUV4. In order to participate
online, Securityholders must have a valid 15-digit control number
and proxyholders must have received an email from Computershare
containing an invitation code. During the live webcast,
Securityholders and appointed proxyholders will be able to hear the
Meeting live and will be able to submit questions and vote while
the Meeting is being held.
Securityholders who hold their securities
through a broker or other nominee who holds securities (an
"Intermediary") should follow the instructions
provided by their Intermediary to vote their securities.
Key Dates
The key dates for the above items described
above are, or are expected to be, the following:
- October 28, 2022:
The Meeting will be held at 10:00 a.m. (Vancouver time).
- On or about November 1,
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.
- On or about November 8,
2022: If the Final Order is obtained and all other
conditions to closing the Arrangement are satisfied, the steps as
set out in the Arrangement will occur in the order and times as set
out in the Arrangement.
Bearing Lithium Corp. (“BRZ”) Chairman
Gil Playford commented:
“As a holder of LPI Shares, you will continue to
have an indirect ownership interest in the MSB Project, but in an
ASX-listed company with greater trading volumes and trading
liquidity than Bearing. Consolidating the MSB Project into a single
entity is expected to yield significant benefits by creating one
entity focused on advancing the MSB Project, which is expected to
enhance the ability of LPI to arrange financing for the MSB
Project, streamline the decision-making process and reduce
overheads. In addition, if you continue to hold your LPI Shares,
you will have the opportunity to participate in the potential
upside created by the spin-out by LPI of its Western Australian
lithium exploration assets into DemergeCo.”
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 Secretary
Info@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 key terms of
the Arrangement and the effect of its implementation on holders of
Bearing Shares, Bearing stock options and Bearing warrants and the
Corporation; stakeholder support for the Arrangement; the expected
process for and timing of implementing the Arrangement; the
anticipated benefits of the Arrangement for the MSB Project, the
scheduling of the Meeting; the completion 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 Meeting and 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 completed for any reason, including for any
reason described in the Information Circular; the ability of the
Corporation to receive all necessary regulatory, court and
stakeholder approvals in order to complete the Arrangement; the
matters to be considered and voted on at the Meeting; the
Corporation's position as a minority joint venture partner in the
MSB Project in the event that the Arrangement is not completed; 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.
Events or circumstances may cause actual results
to differ materially from those predicted, as a result of the risk
factors set out and other known and unknown risks, uncertainties,
and other factors, many of which are beyond the control of Bearing.
Such information may prove to be incorrect and readers are
cautioned that the information may not be appropriate for other
purposes. Although the Corporation believes that the expectations
reflected in such forward looking statements or information are
reasonable, undue reliance should not be placed on forward looking
statements because the Corporation can give no assurance that such
expectations will prove to be correct.
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.
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)
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