Bearing Lithium Announces TSX Venture Exchange Conditional Approval of Li3 Energy Transaction
Vancouver, July 25, 2017 - Bearing Lithium Corp. (TSXV: BRZ) (OTCQB: BRGRF) (FSE: B6K1) ("Bearing" or the "Company") is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "TSX-V") in regards to Bearing's acquisition of Li3 Energy Inc. ("Li3").The TSX-V has notified the Company of its conditional approval for the acquisition of all the issued and outstanding common shares of Li3 (the "Transaction") in exchange for common shares of Bearing pursuant to the definitive agreement and plan of merger dated January 31st, 2017 (the "Li3 Definitive Agreement").
Following completion of the Transaction, Bearing will hold a 17.7% interest in the Maricunga Project along with Minera Salar Blanco ("MSB") and Lithium Power International Ltd. ("Lithium Power") at 32.3% and 50% respectively pursuant to a joint venture arrangement (the "Joint Venture"). Under the terms of the Joint Venture, Lithium Power has agreed to fund exploration and development costs with both Li3 and MSB having a free carry until the completion of a definitive feasibility study.
TSX-V final approval of the Transaction is conditional upon Bearing satisfying the filing requirements as outlined in Policy 5.3, Section 5, of TSX Venture Exchange Corporate Finance Manual. In regards to the aforementioned filing requirements, Bearing has satisfied a number of key TSX-V requirements. First, a geologic report for the Maricunga Project has been provided (c.f. Technical Report on the Maricunga Lithium Project Region III, Chile dated March 20, 2017). Second, no financial plan is required as the Transaction is an all share offer and project expenditures are free-carried by the joint-venture partner through to the completion of a definitive feasibility study. Lastly, the Transaction is not subject to shareholder approval by Bearing shareholders.
Transaction Update
Li3 Energy is in contact with their transfer agent and is preparing to print the proxy statements for the upcoming shareholder meeting. Li3 Energy Management expects to mail out the proxy statements and announce a shareholder vote in short order, subsequent to which the transaction is expected to close in short order. Note that Li3 Energy shareholders representing over 60% of the outstanding common shares have entered into lock-up agreements to vote in favor of the transaction (refer to June 15th, 2017 press release).
About Bearing Lithium Corp.
Bearing is an exploration and development company. The Li3 Definitive Agreement will enable it to acquire an interest in the advanced-stage Maricunga project located in Chile, which represents one of the highest-grade development opportunities in the Americas. Assuming completion of the transactions contemplated by the Li3 Definitive Agreement, Bearing will have an undivided 17.7% interest in the project with all expenditures through to the delivery of a Definitive Feasibility Study (DFS) fully-funded by its joint-venture partner. The Maricunga Project has had in excess of US$25 million of exploration to date.
ON BEHALF OF THE BOARD
Signed "Jeremy Poirier"
Jeremy Poirier, President and CEO
FOR FURTHER INFORMATION PLEASE CONTACT:
Jeremy Poirier, President and CEO
Bearing Lithium
Telephone: 1-604-262-8835
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This press release includes certain "forward-looking information" and "forward-looking statements"(collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future operating or financial performance of the Company, are forward-looking statements.
Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this press release relate to, among other things: completion of the proposed transaction with Li3 and completion of a Definitive Feasibility Study. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the absence of a material adverse change in the Maricunga Property; fluctuations in the price of lithium or certain other commodities; fluctuations in the currency markets; changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding); the presence of laws and regulations that may impose restrictions on mining; employee relations and receipt of all necessary regulatory and shareholder approvals for the Li3 transaction. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, Bearing does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
