Vancouver, British Columbia – TheNewswire – February 1, 2022 – (TSXV:BRZ) (OTC:BLILF) Bearing Lithium Corp. (the "Company" or "Bearing") is pleased to announce a warrant exercise incentive program (the "Program") designed to encourage the early exercise of up to 5,205,309 of its outstanding unlisted warrants (the "Warrants") exercisable for common shares of the Company ("Common Shares"). The Warrants are currently exercisable at a price of $0.1725 per Common Share until November 30, 2023.
Under the Program, the Company is offering an inducement to each Warrant holder that exercises their Warrants prior to March 1, 2022 (the "Early Exercise Period"), by the issuance of one additional common share purchase warrant (an "Incentive Warrant") for each warrant early exercised. Each Incentive Warrant will entitle the holder to purchase one additional Common Share for a period of 24 months from the date of issuance of such Incentive Warrant, at a price of $0.35. The Program will commence today, February 1, 2022, at 9:00 a.m. (Vancouver time) and expire on March 01, 2022, at 4:00 p.m. (Vancouver time) (the "Early Exercise Expiry Date").
The Incentive Warrants will be subject to a four month hold period from the date of issuance and will include a warrant acceleration provision by which the Company will be permitted to accelerate the expiry date of the Incentive Warrants if the closing price of the Company’s Common Shares on the TSX Venture Exchange (the "TSXV") remains at or above $0.60 for a period of ten consecutive days (the "Acceleration Event"). In the event the Company exercises the Acceleration Event (by disseminating a news release advising of the Acceleration Event), holders will have 30 days to exercise the Incentive Warrants, after which the unexercised Incentive Warrants will be void and of no effect.
If all of the Warrants are exercised during the Early Exercise Period, Bearing expects to:
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Receive gross proceeds of approximately $900,000 on or before the Early Exercise Expiry Date;
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Issue approximately 5,205,309 common shares pursuant to the exercise of the Warrants by holders in accordance with the original terms of the Warrants; and
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Issue approximately 5,205,309 Incentive Warrants to Warrant holders pursuant to the early exercise of the Warrants on or before the Early Exercise Expiry Date.
The terms and conditions of the Program and the method of exercising Warrants pursuant to the Program are set forth in a letter which is being mailed to the registered address of each Warrant holder, posted on SEDAR and is available on the Company’s website at www.bearinglithium.com.
Holders of Warrants who elect to participate in the Program will be required to deliver the following to the Company on or prior to 4:00 p.m. (Vancouver time) on March 1, 2022:
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a duly completed and executed Exercise Form, in the form which accompanies the certificate representing the Warrants;
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the original certificate representing the Warrants being exercised; and
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the applicable aggregate exercise price payable to the Company by way of certified cheque, money order, bank draft, or wire transfer in lawful money of Canada.
To the extent that holders of the Warrants take advantage of the opportunity to exercise their Warrants early, this will strengthen Bearing’s current cash position and provide the Company with additional capital to meet their 2022 budgeted cash calls and maintain their current ownership position in Maricunga Joint Venture.
The transaction is subject to the receipt of all final regulatory approvals, including the approval of the TSXV. Any Warrants that are not exercised prior to the Early Exercise Expiry Date will remain outstanding and continue to be exercisable for Common Shares on their existing terms.
The Warrants were originally issued by the Company as part of a unit of the Company in connection with a private placement financing completed on December 4, 2020. The underlying Common Shares and Incentive Shares to be issued pursuant to the exercise of the Warrants have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
Bearing Lithium Corp (BRZ) is a pure-play lithium company focused on the development of Chile’s next high-grade lithium mine. The Maricunga JV, in which Bearing holds a 17.14% interest, is the highest quality pre-production lithium brine project in South America and has one of the world’s highest-grade lithium resources at 1,167 mg/l lithium and 8,500 mg/l potassium. The September 2021 NI 43-101 compliant resource estimate for the deposit totals 2.9 Mt LCE now all classified as Measured and Indicated. Over $US 67 million has been invested in the Maricunga Project to date.
For more information, please visit www.bearinglithium.com and www.sedar.com. BRZ.V.
For more Information, please contact:
Ray Baterina, Corporate Secretary
604-262-8835
This news release may contain certain forward-looking information and statements, including without limitation, the Program, statements regarding exploration plans, the use of proceeds, and other future plans and objectives, and statements pertaining to receipt of TSXV approval. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or our estimates change, other than as required by law. Readers are further advised not to place undue reliance on forward-looking statements.
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