Bearing Announces Private Placement
Vancouver - Bearing Lithium Corp. ("Bearing" or the "Company") (TSX Venture:BRZ) (OTCQB:BLILF) is pleased to announce a non-brokered private placement (the "Private Placement") of 8,932,500 units of the Company (the "Units") at a price of $0.18 per Unit for gross proceeds of $1,607,850. Each Unit shall consist of one common share (each a "Share") and one transferable Share purchase warrant (each a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one additional Share at a price of $0.24 per Share for a period of thirty (30) months from the date of issuance. In the event that the Shares have a closing price on the TSX Venture Exchange (or such other exchange on which the Shares may be traded at such time) of $0.45 or greater per Share for a period of fifteen (15) consecutive trading days at any time from the closing date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the thirtieth (30th) day after the date of such notice. One insider of the Company is participating in the Private Placement and will acquire an aggregate of 582,500 Units. The participation by the insider in the Offering is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61- 101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities being issued nor the consideration being paid exceeds 25% of the Company's market capitalization.
Finder's fees of $44,820 cash and 249,000 Warrants on the same terms as noted above will be paid in connection with the Private Placement to qualified parties. The Company intends to use the net proceeds from the Private Placement for general working capital purposes and to fund capital calls of the Maricunga Project Joint Venture.
All securities issued in connection with the Private Placement will be subject to a four-month hold period under securities laws.
The Private Placement remains subject to the approval of the TSX-V Venture Exchange.
About Bearing Lithium Corp.
Bearing Lithium Corp. is a lithium-focused mineral exploration and development company. Its primary asset is a 17.35% interest in the Maricunga Lithium Brine Project in Chile. The Maricunga Project represents one of the highest-grade lithium brine salars globally and the only pre-production project in Chile. Over $US 60 million has been invested in the Maricunga Project. All Project Expenditures through to the delivery of a Definitive Feasibility Study in January 2019 have been fully funded by the 51% earn-in joint-venture partner, Lithium Power International.
ON BEHALF OF THE BOARD
Signed "Gil Playford"
Gil Playford, Chairman
gplayford@bearinglithium.com
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. 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 Company, 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. 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, the Company 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.
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