Bearing Announces Shareholder Meeting Results and Shareholder Approval of Spin-Out Transaction
Vancouver, British Columbia--(Newsfile Corp. - June 29, 2018) - Bearing Lithium Corp. (TSXV: BRZ) (OTCQB: BRGRF) (FSE: B6K1) ("Bearing" or the "Company") is pleased to announce that all of management's six director nominees were elected at its annual general and special meeting of shareholders held on Thursday, June 28, 2018 (the "Meeting"). Returning to the board are incumbent directors Jeremy Poirier, Luis Saenz, Patrick Cussen, Timothy Heenan and Sungwon Lee (POSCO nominee). In addition, Jonathan Lee, a new director of the Company, was elected at the Meeting.
At the Meeting, shareholders also passed a special resolution approving the Company's previously announced proposed spin-out transaction to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). Under the terms of the Arrangement, Bearing will transfer its interests in exploration projects in the gold district of the Yukon and a lithium project in Nevada in exchange for 5,510,000 common shares of SpinCo. 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. as well as its interest in the Maricunga lithium project.
The Arrangement remains subject to the final approval of the Supreme Court of British Columbia. It is anticipated that approval will be sought at hearing to be held on July 4, 2018 in Vancouver, British Columbia. Details on the court hearing are contained in the management information circular mailed to shareholders in connection with the Meeting and available under the Company's profile at www.sedar.com.
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, the completion of the Arrangement. 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 Company, 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, the failure of the Supreme Court of British Columbia to approve the Arrangement and management's discretion not to proceed with the Arrangement. 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, the Company 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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