Li3 Energy, Inc. (OTCMKTS:LIEG) Files An 8-K Changes in Control of RegistrantItem 5.01 Changes in Control of Registrant
Item 5.07 Submission of Matters to a Vote of Security Holders
Item 8.01. Other Events
Approval and Closing of the Agreement and Plan of Merger with Bearing Lithium Corp.
On September 28, 2017, Li3 Energy, Inc. (“we”, “us”, “our”, “Li3” or the “Company”) held a special meeting (the “Special Meeting”) of our stockholders regarding the proposed Agreement and Plan of Merger (the “Merger Agreement”) dated January 27, 2017 among Li3, Bearing Resources Ltd., a corporation formed under the laws of British Columbia, Canada (“Bearing”), and LI Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of Bearing (“Merger Sub”). The Company first announced the Merger Agreement on January 30, 2017.
71.9% of the common shares eligible to be voted were represented at the Special Meeting, of which 99% voted in favor to approve and adopt the Merger Agreement. On conclusion of the Special Meeting, effective September 28, 2017(the “Effective Time”), Li3 merged with and into Merger Sub in accordance with the terms of the Merger Agreement, with Li3 continuing as the surviving corporation and as a wholly owned subsidiary of Bearing (the “Merger”).
At the Effective Time of the Merger each issued and outstanding share of Li3’s common stock, par value $0.001 per share (“Li3 Common Stock”), was converted into the right to receive common shares of Bearing, no par value per share (“Bearing Common Shares”), in the ratio of 0.0287705448370321 Bearing Common Shares for each share of Li3 Common Stock (the “Exchange Ratio”). In the event that an Li3 stockholder’s holdings of Bearing common shares resulting from the Merger would result in the issuance of a fractional share, the number of Bearing common shares to be received by such holder will be rounded down to the nearest whole share. At the Effective Time, Bearing Lithium has approximately 46.5 million common shares outstanding, with former Li3 shareholders representing approximately 34% of Bearing’s pro-forma share capital.
The foregoing description of the Merger Agreement and Merger is only a summary and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to Bearing’s Registration Statement on Form F-4 (File No. 333-217231), originally filed with the Securities and Exchange Commission (the “Commission”) on April 10, 2017, as amended (the “Bearing F-4”).
In connection with the Merger, Bearing, as parent company of Li3, will continue to file relevant materials with the Securities and Exchange Commission (the “SEC”) and applicable Canadian securities regulatory authorities (“Canadian Securities Commissions”). Former Li3 shareholders will be sent a letter of transmittal as reasonably practicable describing how they may exchange their shares of Li3 common stock for Bearing Common Shares. Holders of Li3 common stock held in “street name” through a bank, brokerage firm or other nominee, will receive instructions from their bank, brokerage firm or other nominee as to how to effect the surrender of their “street name” shares of Li3 common stock in exchange for Bearing common shares. INVESTORS AND SECURITY HOLDERS OF BEARING/LI3 ARE URGED TO READ THE BEARING F-4, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC AND THE CANADIAN SECURITIES COMMISSIONS, CAREFULLY AND IN THEIR ENTIRETY.
Item 9.01 Financial Statements and Exhibits
Li3 Energy, Inc. Exhibit…To view the full exhibit click here
About Li3 Energy, Inc. (OTCMKTS:LIEG)
Li3 Energy, Inc. is an exploration company in the lithium and potassium mining sector, based in South America. The Company is focused on acquiring and developing a portfolio of lithium and potassium brine projects in the Americas. It is also focused on further exploring, developing and commercializing its approximately 49% interest in the Maricunga Project, located in the northeast section of the Salar de Maricunga in Region III of Atacama in northern Chile, as well as increasing its portfolio of projects. The Maricunga Project is a lithium and potassium exploration project consisting of over two adjacent properties covering an aggregate of approximately 1,888 hectares; over 60% interest in Sociedades Legales Mineras Litio 1 a 6 de la Sierra Hoyada de Maricunga, and approximately 100% interest in a group of exploitation mining concessions named Cocina 19 through 27 (the Cocina Mining Concessions). As of June 30, 2016, the Company had not generated revenues from operations.