Bearing Lithium Corp. Announces Update Regarding Transaction With LPI
Vancouver, British Columbia – TheNewswire - July 5, 2022 – (TSXV:BRZ) (OTC:BLILF) Bearing Lithium Corp. (the "Company" or "Bearing") is pleased to announce that further to the news release dated June 22, 2022 (the "Consolidation News Release") announcing the definitive agreement (the "Agreement") with Lithium Power International Limited ("LPI"), pursuant to which LPI has agreed to acquire all of the issued and outstanding shares of Bearing in an all share transaction (the "Transaction") under the provisions of the Business Corporations Act (British Columbia) as part of a three way transaction that consolidates 100% interest in the Maricunga Lithium Brine Project in Chile (the "Project") into a single entity (the "Consolidation"), LPI has provided a further update on the intended spin out of its Western Australia lithium exploration assets (the "WA Spin-Off").
As announced in the Consolidation News Release, Bearing shareholders who continue to hold LPI Shares (following the Transaction) at the time of the WA Spin-Off will receive a pro-rata allocation of shares in a separate entity which will hold the WA Spin-Off assets ("DemergeCo").
LPI announced today that it has entered agreements to significantly increase its tenement holdings in Western Australia. The acquisitions would significantly increase LPI's ground position in the Greenbushes Area, making LPI the largest holder of ground along the Donnybrook-Bridgetown Shear Zone. The acquisitions also diversify LPI's geographic extent in Western Australia, by obtaining a foothold in the Eastern Goldfields region. These increased exploration ground holdings will be part of the DemergeCo following the completion of the WA Spin-Off. Further details with respect to the LPI announcement can be found on LPI's website at https://lithiumpowerinternational.com.
Corporate Secretary Info@bearinglithium.com
Certain information contained in this news release may be deemed “forward-looking” within the meaning of applicable securities laws. Forward-looking statements and information relate to future events and future performance and reflect Bearing and LPI’s expectations regarding the execution of business strategy, future development and construction, future growth, estimated costs, results of operations, the terms of the Transaction, the anticipated cash distribution, the anticipated WA Spin-off, business prospects and opportunities of Bearing, LPI and the JV Partner. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward- looking statements.
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those expressed in the forward-looking statements and information. They include, among others, the accuracy of mineral reserve and resource estimates and related assumptions, inherent operating risks, the failure to obtain shareholder, regulatory or court approvals in connection with the Transaction, adverse changes in the construction timetable or progress at the Project, and those risk factors identified in Bearing’s Management Discussion and Analysis, prepared and filed with securities regulators which is available on SEDAR at www.sedar.com under the Bearing’s name.
Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Bearing's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the Transaction is delayed or is not completed for any reason, the risk that the anticipated benefits of the Transaction are not realized, the risk that the cash distribution is less than anticipated or does not become payable for any reason, the risk that the WA Spin-off is not completed for any reason, the actual results of Bearing's future operations, factors beyond Bearing's control, and the risks identified in Bearing's management discussion and analysis for the period ended January 31, 2022 (the “MD&A”), which are available for viewing on SEDAR at www.sedar.com. There is no assurance that any amount will become payable under the cash distribution. Any forward-looking statements are made as of the date hereof and, except as required by law, Bearing assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
There may be tax consequences for Bearing shareholders associated with the Transaction, 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 closing date (inclusive of stock options, warrants, and Bearing Shares sold within 12 months prior to the closing of the Transaction). Shareholders should consult with their tax advisors and refer to the information contained in the Circular.
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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