BRZ:CC - Bearing Lithium Corp. Announces Update Regarding Transaction With LPI
(TheNewswire)
Vancouver, British Columbia – TheNewswire - July 5 , 2022 – (TSXV:BRZ) ( OTC:BLILF ) Bearing LithiumCorp. (the " Company "or " Bearing ") ispleased to announce that further to the news release dated June 22,2022 (the " Consolidation NewsRelease ") announcing the definitive agreement (the" Agreement ") withLithium Power International Limited (" LPI "), pursuant to which LPIhas agreed to acquire all of the issued and outstanding shares ofBearing in an all share transaction (the " Transaction ") under theprovisions of the BusinessCorporations Act (British Columbia) as part of a three waytransaction that consolidates 100% interest in the Maricunga LithiumBrine Project in Chile (the " Project ") into a single entity (the " Consolidation "), LPI hasprovided a further update on the intended spin out of its WesternAustralia lithium exploration assets (the " WA Spin-Off ").
As announced in the Consolidation News Release, Bearing shareholderswho continue to hold LPI Shares (following the Transaction) at thetime of the WA Spin-Off will receive a pro-rata allocation of sharesin a separate entity which will hold the WA Spin-Off assets(" DemergeCo ").
LPI announced today that it has entered agreements to significantlyincrease its tenement holdings in Western Australia. Theacquisitions would significantly increase LPI's ground position in theGreenbushes Area, making LPI the largest holder of ground along theDonnybrook-Bridgetown Shear Zone. The acquisitions also diversifyLPI's geographic extent in Western Australia, by obtaining a footholdin the Eastern Goldfields region. These increased exploration groundholdings will be part of the DemergeCo following the completion of theWA Spin-Off. Further details with respect to the LPI announcement canbe found on LPI's website at https://lithiumpowerinternational.com .
For more information with respect to the Transaction (including a copyof the Consolidation News Release), please visit www.bearinglithium.com or www.sedar.com .
For more Information, please contact:
Ray Baterina
Corporate Secretary Info@bearinglithium.com
604-262-8835
Forward-Looking Information andDisclaimers
Certain information contained in this news release maybe deemed “forward-looking” within the meaning of applicablesecurities laws. Forward-looking statements and information relate tofuture events and future performance and reflect Bearing and LPI’sexpectations regarding the execution of business strategy, futuredevelopment and construction, future growth, estimated costs, resultsof operations, the terms of the Transaction, the anticipated cashdistribution, the anticipated WA Spin-off, business prospects andopportunities of Bearing, LPI and the JV Partner. Any statements thatexpress or involve discussions with respect to predictions,expectations, beliefs, plans, projections, objectives, assumptions orfuture events or performance (often, but not always, using words orphrases such as "expects" or "does not expect","is expected", "anticipates" or "does notanticipate", "plans", "estimates" or"intends", or stating that certain actions, events orresults "may", "could", "would","might" or "will" be taken, occur or be achieved)are not statements of historical fact and may beforward- looking statements.
Forward-looking statements are subject to a variety ofrisks and uncertainties which could cause actual events or results todiffer materially from those expressed in the forward-lookingstatements and information. They include, among others, the accuracyof 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 theProject, and those risk factors identified in Bearing’s ManagementDiscussion and Analysis, prepared and filed with securities regulatorswhich is available on SEDAR at www.sedar.com under the Bearing’sname.
Forward-looking statements are not a guarantee offuture performance and involve a number of risks and uncertainties,some of which are described herein. Such forward-looking statementsnecessarily involve known and unknown risks and uncertainties, whichmay cause Bearing's actual performance and financial results in futureperiods to differ materially from any projections of futureperformance or results expressed or implied by such forward-lookingstatements. These risks and uncertainties include, but are not limitedto, the risk that the Transaction is delayed or is not completed forany reason, the risk that the anticipated benefits of the Transactionare not realized, the risk that the cash distribution is less thananticipated or does not become payable for any reason, the risk thatthe WA Spin-off is not completed for any reason, the actual results ofBearing's future operations, factors beyond Bearing's control, and therisks identified in Bearing's management discussion and analysis forthe period ended January 31, 2022 (the “ MD&A ”), whichare available for viewing on SEDAR at www.sedar.com. There is noassurance that any amount will become payable under the cashdistribution. Any forward-looking statements are made as of the datehereof and, except as required by law, Bearing assumes no obligationto publicly update or revise such statements to reflect newinformation, subsequent or otherwise.
There may be tax consequences for Bearing shareholdersassociated with the Transaction, including: (1) consequencesassociated with the exchange of shares of a Canadian corporation forshares of an Australian corporation; and (2) additional Chilean taxconsequences for Bearing shareholders who own or control 10% or moreof the Bearing Shares at closing date (inclusive of stock options,warrants, and Bearing Shares sold within 12 months prior to theclosing of the Transaction). Shareholders should consult with theirtax advisors and refer to the information contained in the Circular.
This news release does not constitute an offer to sellor a solicitation of an offer to buy any of the securities in theUnited States. The securities have not been and will not be registeredunder the U.S. Securities Act or any state securities laws and may notbe offered or sold within the United States or to U.S. Persons unlessregistered under the U.S. Securities Act and applicable statesecurities laws or an exemption from such registration isavailable
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