NI 43-101 report
Vancouver, British Columbia - Bearing Lithium Corp. ("Bearing" or the "Company") (TSX Venture: BRZ) (OTCQB: BRGRF) (FRANKFURT: B6K1) is pleased to announce that its Board of Directors has approved, in principle, a strategic reorganization of the Company’s assets pursuant to which the Company would spin off its holdings of common shares of Commander Resources Ltd. (TSX-V: CMD), as well as its interests in exploration projects in the gold district of the Yukon and a lithium project in Nevada (the “Exploration Projects”) into a newly incorporated subsidiary (“SpinCo”). Bearing will continue to hold its interest in the Maricunga lithium project.
It is proposed that the transaction will be carried out by way of statutory plan of arrangement (the “Spin-Out”) pursuant to the Business Corporations Act (British Columbia).Under the terms of the Spin-Out, shareholders of Bearing would exchange their existing common shares of Bearing for the same number of new common shares of Bearing (having the identical terms of the existing Bearing common shares) and common shares of SpinCo.The number of common shares of SpinCo to be issued to each Bearing shareholder under the Spin-Out has not yet been determined.There will be no change in shareholders’ holdings in Bearing as a result of the Spin-Out.
In connection with the Spin-Out, the Company intends to complete a non-brokered private placement (the “Financing”) into SpinCo of a maximum of 2,000,000 common shares at a price of $0.10 per share. The net proceeds of the Financing will be used to fund, among other things, the working capital of SpinCo, the negotiation of potential joint venture opportunities with respect to the Exploration Projects and potential future acquisitions.
The proposed Spin-Out will be subject to the approval of Bearing’s shareholders which Bearing intends to seek at its 2018 annual general and special meeting of shareholders (the “Shareholders’ Meeting”).The date for the Shareholders Meeting has not yet been determined.The Spin-Out also requires the approval of the British Columbia Supreme Court.
The Company intends to seek a listing of the SpinCo common shares on the TSXV 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.
Further details of the Spin-Out, including the date for the Shareholders’ Meeting and the number of SpinCo common shares to be granted to shareholders of Bearing will be announced in the near future.Shareholders are cautioned that the final details of the Spin-Out are still be to be determined and there is no certainty that the Spin-Out will be completed on the terms currently proposed or at all.
Jeremy Poirier, President and CEO of Bearing Lithium, commented: “We believe the value of these assets is not reflected in the current share price of Bearing Lithium and see this as a way to create additional value for shareholders. The new vehicle will evaluate opportunities outside of the lithium space while Bearing Lithium retains its primary focus on the Maricunga project. “