Bearing Provides Update on Spin-out Transaction
Bearing Lithium Corp. (TSXV: BRZ) (OTCQB: BRGRF) (FSE: B6K1) (" Bearing" or the " Company") is pleased to provide an update on its previously announced spin-out transaction (the " Spin-Out Transaction").
Bearing has now signed an Arrangement Agreement with its wholly owned subsidiary Lions Bay Mining Corp. (" SpinCo"). In accordance with the terms of the Arrangement Agreement, Bearing will transfer its interests in exploration projects in the gold district of the Yukon and a lithium project in Nevada (the " Exploration Projects") in exchange for 5,510,000 common shares of SpinCo (the " Consideration Shares"). 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. (TSX-V: CMD) as well as its interest in the Maricunga lithium project.
It is anticipated that SpinCo will complete a private placement financing of 25,000,000 units (" SpinCo Units") at a price of $0.10 per SpinCo Unit. Each SpinCo Unit will consist of one common share of SpinCo and one-half of a common share purchase warrant (each whole warrant, a " SpinCo Warrant"). Each SpinCo Warrant will be exercisable at $0.25 for a period of 12 months.
The Spin-Out Transaction requires the approval of the Bearing shareholders and approval of the British Columbia Supreme Court in order to proceed. Full details on the Spin-Out Transaction will be contained in the Management Information Circular prepared for the Bearing shareholder meeting scheduled for June 28, 2018. Bearing shareholders are urged to read the Management Information Circular carefully and in its entirety.
The Company intends to seek a listing of the SpinCo common shares on the CSE 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.
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