Vancouver, British Columbia - Bearing Lithium Corp. ("Bearing" or the "Company") (TSX Venture: BRZ) (OTCQB: BRGRF) (FRANKFURT: B6K1) 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 Limited (“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