The Arrangement
As previously announced by the Corporation in its
- 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$0.015 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.
LPI has also separately entered into an agreement with its other joint venture partner (as described in the Information Circular) in the
The Meeting
The Meeting is scheduled to be held at Suite
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
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
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
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 at10:00 a.m. (Vancouver time).- On or about
November 1, 2022 : theBritish Columbia Supreme Court will hold the hearing in respect of a final order approving the Arrangement (the "Final Order") at9:45 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.
“As a holder of LPI Shares, you will continue to have an indirect ownership interest in the
About Bearing:
For more Information, please contact:
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
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
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
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