Bearing Provides Update on Spin-Out Transaction
29 Mai 2018 - 2:03PM
Bearing Lithium Corp. ("
Bearing" or the
"
Company") (TSX-V:BRZ) (OTCQB:BRGRF)
(FRANKFURT:B6K1) is pleased to provide an update on its previously
announced spin-out transaction (the “
Spin-Out
Transaction”).
Bearing has now signed an Arrangement Agreement
with its wholly owned subsidiary Lions Bay Mining Corp.
(“SpinCo”). In accordance with the terms of
the Arrangement Agreement, Bearing will transfer its interests in
exploration projects in the gold district of the Yukon and a
lithium project in Nevada (the “Exploration
Projects”) in exchange for 5,510,000 common shares of
SpinCo (the “Consideration Shares”). Bearing will
retain 2,755,000 Consideration Shares and will spin out 2,755,000
Consideration Shares (the “Spin-Out Shares”) to
Bearing shareholders. As a result, it is anticipated that
each Bearing shareholder will receive 0.049921 of a Spin-Out Share
for each Bearing common share held. Bearing will continue to
hold shares of Commander Resources Ltd. (TSX-V:CMD) as well as its
interest in the Maricunga lithium project.
It is anticipated that SpinCo will complete a
private placement financing of 25,000,000 units (“SpinCo
Units”) at a price of $0.10 per SpinCo Unit. Each SpinCo
Unit will consist of one common share of SpinCo and one-half of a
common share purchase warrant (each whole warrant, a
“SpinCo Warrant”). Each SpinCo Warrant will
be exercisable at $0.25 for a period of 12 months.
The Spin-Out Transaction requires the approval
of the Bearing shareholders and approval of the British Columbia
Supreme Court in order to proceed. Full details on the Spin-Out
Transaction will be contained in the Management Information
Circular prepared for the Bearing shareholder meeting scheduled for
June 28, 2018. Bearing shareholders are urged to read the
Management Information Circular carefully and in its
entirety.
The Company intends to seek a listing of the
SpinCo common shares on the CSE but no assurance can be provided
that such a listing will be obtained. Any such listing will
be subject to SpinCo fulfilling all of the requirements of the
applicable stock exchange.
About Bearing Lithium Corp.
Bearing Lithium Corp. is a mineral exploration
and development company, primarily focused on lithium. Its primary
asset is a free-carried 17.7% 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$30 million has been
invested in the project to date and all expenditures through 2018,
including the delivery of a Definitive Feasibility Study in
Q3/2018, are fully-funded by LPI, their earn-in joint-venture
partner. Bearing Lithium also holds a portfolio of grass-roots
exploration projects in the gold district of the Yukon, which are
currently optioned to Golden Predator, and a lithium project in
Nevada, which is currently optioned to First Division Ventures
Inc.
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 Spin-Out Transaction,
completion of the proposed financing by SpinCo, negotiation of
potential joint venture opportunities, future acquisitions, receipt
of required shareholder, court, stock exchange and regulatory
approvals for the Spin-Out Transaction. 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: receipt of all required
shareholder, court, stock exchange and regulatory approvals for the
Spin-Out Transaction; changes in the value of the Exploration
Properties; sufficient market interest to complete the proposed
financing; fluctuations in the securities markets and the market
price of Bearing’s common shares; interest of other parties in
negotiating a potential joint venture; and applicable stock
exchange approval for listing of the SpinCo common shares. 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.
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