Bearing Lithium Corp. Announces Mailing of Circular and Updates Regarding Securityholder Meeting and Transaction With LPI
Bearing Lithium Corp. announced that an information circular will be sent to securityholders regarding a meeting scheduled for October 28, 2022, to approve a statutory plan of arrangement with Lithium Power International Limited (LPI). Under the arrangement, LPI will acquire outstanding Bearing shares at a ratio of 0.7 LPI shares per Bearing share, and shareholders will receive approximately C$0.015 per share. The arrangement includes a spin-out transaction of LPI's Western Australian lithium assets. The board recommends voting in favor of the arrangement, which requires 66 2/3% approval.
- LPI's acquisition will allow Bearing shareholders to maintain an interest in the MSB Project.
- Shareholders will receive cash distribution of approximately C$0.015 per share.
- The board of directors recommends that securityholders vote in favor of the arrangement.
- The arrangement requires at least 66 2/3% approval, introducing uncertainty.
VANCOUVER, British Columbia, Sept. 28, 2022 (GLOBE NEWSWIRE) -- (TSXV: BRZ) Bearing Lithium Corp. (the "Corporation" or "Bearing") announced today that an information circular (the "Information Circular") and other materials (the "Securityholder Materials") will be mailed to the holders of the Corporation's common shares ("Bearing Shares"), stock options and warrants (collectively, the "Securityholders"), in connection with the previously announced meeting of the securityholders of Bearing scheduled to be held on October 28, 2022 at 10:00 a.m. (Vancouver time) (the "Meeting"), to approve the statutory plan of arrangement (the "Arrangement") as previously announced and agreed to pursuant to the arrangement agreement dated June 22, 2022 (the "Arrangement Agreement") among the Corporation, Lithium Power International Limited ("LPI"), a company listed on the Australian Stock Exchange under the symbol "LPI", and LPI Canada Holdings Ltd. ("LPI Canada").
The Arrangement
As previously announced by the Corporation in its June 22, 2022 news release, if the Arrangement is completed, then under the terms of the Arrangement:
- LPI will, through LPI Canada, acquire the outstanding common shares of Bearing in exchange for issuing new ordinary shares of LPI ("LPI Shares") to holders of Bearing Shares ("Bearing Shareholders"), on the basis of 0.7 new LPI Shares for each one (1) outstanding Bearing Share;
- Bearing stock options and warrants will remain outstanding following the Arrangement and will continue to be exercisable into LPI Shares (using the same exchange ratio as the Bearing Shares); and
- Bearing Shareholders as at the date of the Arrangement are expected to receive a cash distribution from Bearing of approximately C
$0.01 5 per Bearing Share (the payment and amount of which is subject to the risk factors described in the Information Circular).
In addition, Bearing Shareholders who continue to hold LPI Shares at the relevant time will be entitled to participate in a spin-out transaction whereby LPI is planning to spin out its Western Australian lithium exploration assets into a separate growth company ("DemergeCo"), and distribute shares in the DemergeCo to all holders of LPI Shares on a pro rata basis at the time of the spin-out, which is expected to occur at a later date following completion of the Arrangement.
The Arrangement was approved by the board of directors of the Corporation and the Corporation’s board of directors recommends that Securityholders vote in favour of the Arrangement. Sequeira Partners provide the board of directors with a fairness opinion, dated June 19, 2022, to the effect that, at the date of such opinion, the consideration to be received by the Bearing Shareholders pursuant to the Arrangement, is fair from a financial point of view to the Bearing Shareholders.
LPI has also separately entered into an agreement with its other joint venture partner (as described in the Information Circular) in the Maricunga Lithium Brine Project in Chile (the "MSB Project") to acquire the remaining
The Meeting
The Meeting is scheduled to be held at Suite 810 - 789 West Pender Street, Vancouver, BC, V6C 1H2, with the option to participate virtually via live webcast, at 10:00 a.m. (Vancouver time) on October 28, 2022. Securityholders and registered proxyholders that wish to attend the Meeting online, can attend by going to https://meetnow.global/MATWUV4. In order to participate online, Securityholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an invitation code. The record date (the "Record Date") for voting at the Meeting was established as the close of business on September 9, 2022. Securityholders at the Record Date will be entitled to vote on the Arrangement on the basis of one vote per each Bearing Share, Bearing stock option and Bearing warrant held as of the Record Date. The Information Circular provides important and detailed instructions about how to participate at the Meeting, both physically or virtually.
To be approved at the Meeting, the Arrangement requires the affirmative vote of at least 66 2/3% of the votes cast at the Meeting, whether in person or by proxy, by the holders of Bearing Shares, Bearing stock options and Bearing warrants, with all securities voting together as one class.
The deadline for Securityholders (other than Securityholders that participate virtually via webcast) to submit their proxies or voting instructions in order to vote on the Arrangement is 10:00 a.m. (Vancouver time) on October 26, 2022.
Any questions or requests for further information regarding voting at the Meeting should be directed to the Corporation at info@bearinglithium.com.
LPI has already obtained a waiver from the Australian Stock Exchange such that LPI will not require a shareholder meeting to approve the Arrangement. However, LPI will require LPI shareholder approval for approval of the Joint Venture Partner Transaction and Bearing understands that this meeting of LPI shareholders is also scheduled to be held on or about October 28th 2022.
Information Circular
The Information Circular contains, among other things, information regarding procedures for voting on the Arrangement, as well as other background and material information regarding the Arrangement and the Arrangement Agreement. In addition to being mailed to Securityholders, the Information Circular and Securityholder Materials will also be available as follows:
On Bearing's Website at www.bearinglithium.com; or
Under Bearing's SEDAR profile at: www.sedar.com.
Any questions or requests for further information regarding voting at the Meeting should be directed to the Corporation at info@bearinglithium.com.
Voting your Securities
Any registered Securityholder who would like to attend the Meeting can join physically at Suite 810 - 789 West Pender Street, Vancouver, BC, V6C 1H2 or can join virtually by going to https://meetnow.global/MATWUV4. In order to participate online, Securityholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an invitation code. During the live webcast, Securityholders and appointed proxyholders will be able to hear the Meeting live and will be able to submit questions and vote while the Meeting is being held.
Securityholders who hold their securities through a broker or other nominee who holds securities (an "Intermediary") should follow the instructions provided by their Intermediary to vote their securities.
Key Dates
The key dates for the above items described above are, or are expected to be, the following:
- October 28, 2022: The Meeting will be held at 10:00 a.m. (Vancouver time).
- On or about November 1, 2022: the British Columbia Supreme Court will hold the hearing in respect of a final order approving the Arrangement (the "Final Order") at 9:45 a.m.
- On or about November 8, 2022: If the Final Order is obtained and all other conditions to closing the Arrangement are satisfied, the steps as set out in the Arrangement will occur in the order and times as set out in the Arrangement.
Bearing Lithium Corp. (“BRZ”) Chairman Gil Playford commented:
“As a holder of LPI Shares, you will continue to have an indirect ownership interest in the MSB Project, but in an ASX-listed company with greater trading volumes and trading liquidity than Bearing. Consolidating the MSB Project into a single entity is expected to yield significant benefits by creating one entity focused on advancing the MSB Project, which is expected to enhance the ability of LPI to arrange financing for the MSB Project, streamline the decision-making process and reduce overheads. In addition, if you continue to hold your LPI Shares, you will have the opportunity to participate in the potential upside created by the spin-out by LPI of its Western Australian lithium exploration assets into DemergeCo.”
About Bearing:
Bearing Lithium Corp (BRZ) is a pure-play lithium company focused on the development of Chile’s next high-grade lithium mine. The Maricunga joint venture (which includes LPI), in which Bearing holds a
For more Information, please contact:
Ray Baterina
Corporate Secretary
Info@bearinglithium.com
604-262-8835
Forward-Looking Information and Disclaimers
Certain information contained in this press release may contain forward looking statements within the meaning of applicable securities laws. The use of any of the words "continue", "plan", "propose", "would", "will", "believe", "expect", "position", "anticipate", "improve", "enhance" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this document contains forward-looking statements concerning: the key terms of the Arrangement and the effect of its implementation on holders of Bearing Shares, Bearing stock options and Bearing warrants and the Corporation; stakeholder support for the Arrangement; the expected process for and timing of implementing the Arrangement; the anticipated benefits of the Arrangement for the MSB Project, the scheduling of the Meeting; the completion of the Arrangement, including with respect to obtaining any necessary approvals and satisfying any conditions and the expected timing thereof.
In addition, forward looking statements or information are based on a number of assumptions, including assumptions regarding the expected timing of the Meeting and the closing of the Arrangement, which have been used to develop the forward-looking statements in this press release but which may prove to be incorrect and which have been used to develop such statements and information in order to provide stakeholders with a summary for Securityholders of the expected Arrangement timeline and impact on Bearing's future operations.
Forward-looking statements necessarily involve risks, including, without limitation, the risk that the Arrangement is not completed on the terms described in this press release, or is delayed or is not completed for any reason, including for any reason described in the Information Circular; the ability of the Corporation to receive all necessary regulatory, court and stakeholder approvals in order to complete the Arrangement; the matters to be considered and voted on at the Meeting; the Corporation's position as a minority joint venture partner in the MSB Project in the event that the Arrangement is not completed; the risk that the Arrangement does not yield the benefits that Bearing anticipates; the risk that LPI does not complete the Joint Venture Partner Transaction; the risk that LPI does not complete the spin-out of DemergeCo for any reason; the general regulatory environment in which the Corporation operates; the tax treatment of the Corporation; the general economic, financial, market and political conditions impacting the industry and markets in which the Corporation operates; and the risks identified in the Information Circular.
Events or circumstances may cause actual results to differ materially from those predicted, as a result of the risk factors set out and other known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Bearing. Such information may prove to be incorrect and readers are cautioned that the information may not be appropriate for other purposes. Although the Corporation believes that the expectations reflected in such forward looking statements or information are reasonable, undue reliance should not be placed on forward looking statements because the Corporation can give no assurance that such expectations will prove to be correct.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Furthermore, the forward looking statements contained herein are made as at the date hereof and Bearing does not undertake any obligation to update publicly or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
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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FAQ
What is the date of the meeting for Bearing Lithium Corp. regarding the arrangement with LPI?
What will Bearing shareholders receive under the arrangement with LPI?
What is the voting requirement for the arrangement to pass?
What is the purpose of the information circular sent to Bearing securityholders?
How can securityholders participate in the meeting virtually?
