BEARING FILES RESPONSE TO SEC COMMENTS REGARDING THE F-4 REGISTRATION STATEMENT PURSUANT TO AGREEMENT AND PLAN OF MERGER WITH Li3 ENERGY INC. AND PROVIDES UPDATE ON SETTLEMENT OF LI3 NOTES
Vancouver, British Columbia – Bearing Lithium Corp. (“Bearing” or the “Company“) (TSX Venture: BRZ) is pleased to announce that, on May 24th, 2017, it filed a response to the United Securities and Exchange Commission (the “SEC”) in regards to their comments on the original draft of the Form F-4 Registration Statement. The Registration Statement has been filed with the SEC for the purpose of registering the 16 million common shares of Bearing issuable to the Li3 Energy Inc. (“Li3”) shareholders on closing of the merger Agreement, and is a critical stage in the steps towards closing.
Jeremy Poirier, President and CEO, commented “the filing of Bearing’s response to the SEC’s initial comments on the F-4 registration is an important step towards completing the merger with Li3 Energy. We trust we have addressed the SEC’s concerns adequately and look forward to working constructively with the SEC throughout the review period. We anticipate the next round of comments, if any, within the next ten business days. Once the SEC has approved the document, we look to announce a shareholder vote and finalize the merger in a timely fashion.”
Bearing’s Agreement with Li3 Energy Inc. will enable it to acquire an interest in the advanced-stage Maricunga project located in Chile (the “Maricunga Project”), which represents one of the highest-grade development opportunities in the Americas. Assuming completion of the transaction, 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 partners. In excess of US$30 million has been invested in the Maricunga Project to date.
The transactions are subject to customary closing conditions, including the approval of the TSX Venture Exchange and of the shareholders of Li3 and, if required, of Bearing, and the SEC declaring the Registration Statement effective.
In addition, as previously announced on December 7, 2016 and May 15, 2017, Bearing has entered into settlement agreements with the holders of outstanding convertible notes (the “Noteholders”) of Li3. The Company announces that it has now entered into amended and restated settlement agreements (the “Amended and Restated Settlement Agreements”) with the Noteholders. Subject to approval of the TSX Venture Exchange, in accordance with the Amended and Restated Settlement Agreements, the Noteholders have agreed to accept units of Bearing (on the terms previously announced) prior to the closing of the transactions with Li3 in settlement of the outstanding debt owed under the convertible notes. As part of the settlement, the debt owed by Li3 under the convertible notes has been assigned to the Company. All units of Bearing issued on settlement of the convertible notes will be subject to a four-month statutory hold period in Canada.
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 partners. 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
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 transaction with Li3 and the settlement of the outstanding debt owed to the Li3 Noteholders. 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: the absence of a material adverse change in the Maricunga Property and receipt of all necessary regulatory and shareholder approvals. 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.