Bearing Lithium Corp. Enters into Shares for Debt Transaction with Final Li3 Noteholder
Vancouver, May 15, 2017 - Bearing Lithium Corp. (TSXV: BRZ) (OTCQB: BRGRF) (FSE: B6K1) ("Bearing" or the "Company") announces that it has entered into a revised settlement agreement (the "Revised Settlement Agreement") with a holder of outstanding convertible notes (the "Li3 Noteholder") issued by Li3 Energy Inc. ("Li3"). As announced on December 7, 2016, Bearing agreed to repay the principal amount of US$525,000 due on the convertible notes, all accrued interest, plus a 22% bonus (collectively, the "Outstanding Debt") to the Li3 Noteholders on behalf of Li3. Under the terms of the prior agreements, the majority of the Li3 Noteholders agreed to receive units ("Units") for settlement of the Outstanding Debt however one Li3 Noteholder requested to receive to cash for US$175,000 in principal owning and the outstanding interest and penalties (an aggregate of approximately US$234,850 or C$322,073 based on the USD/CDN exchange rate in effect on May 12, 2017) (the "Cash Settlement").
Under the terms of the Revised Settlement Agreement, the Li3 Noteholder has agreed to accept Units in lieu of the Cash Settlement. The Units will be issued at a deemed price of $0.71 per Unit. Each Unit consists of one common share of the Company and half purchase warrant exercisable at $0.88 for 18 months following the closing of the debt settlement. The Revised Settlement Agreement remains subject to the approval of the TSX Venture Exchange.
Jeremy Poirier, Bearing's President and CEO, commented, "We are happy to have reached a revised settlement agreement with the Li3 Noteholder. We believe the agreement by this noteholder to accept equity at C$0.31 cent premium to the other notes in lieu of cash shows support for the Li3 transaction and faith in the combined company following the transaction. The conversion also allows Bearing to preserve its treasury and maintain financial flexibility as all project-related expenditures are free-carried through to the delivery of a definitive feasibility study in 2018."
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 Resources - 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.