Li3 Energy, Inc. (OTCMKTS:LIEG) Files An 8-K Other Events
Item 8.01 Other Events
Attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated into this Item 8.01 by reference is a copy of the
press release issued January 31, 2017 announcing the proposed
acquisition by Bearing Resources Ltd. (Bearing)
of all of the outstanding capital stock of Li3 Energy, Inc. (the
Company), through the merger of LI Acquisition
Corporation, a Nevada corporation and a wholly owned subsidiary
of Bearing, with and into the Company, with the Company surviving
such merger as a direct wholly owned subsidiary of Bearing (the
Merger) to the terms of that certain Agreement
and Plan of Merger, dated as of January 27, 2017, by and among
the Company, Bearing, and LI Acquisition Corporation (the
Merger Agreement).
Additional Information About the Merger and
Disclaimer
The proposed Merger will be submitted to stockholders of the
Company for their consideration. The Company and Bearing intend
to file relevant materials with the Securities and Exchange
Commission (the SEC), including a registration statement on Form
F-4 or S-4 for Bearing that will include a proxy statements for
the Company, in connection with the Merger and other matters and
the Company will mail the relevant documents to its stockholders
as of the record date established for voting on the Merger. The
Companys stockholders and other interested persons are advised to
read, once available, the registration statement, the preliminary
proxy statement and any amendments thereto and, once available,
the definitive proxy statement, in connection with the Companys
solicitation of proxies for its stockholders meeting to be held
to approve, among other things, the Merger because these
documents will contain important information about the Company,
Bearing and the Merger. Stockholders may also obtain a copy of
the proxy statement, once available, as well as other documents
filed with the SEC that will be incorporated by reference in the
proxy statement, without charge, at the SECs website located at
www.sec.gov, on the Companys website at www.li3energy.com or by
directing a request to the Companys investor relations department
at info@li3energy.com. This report does not constitute an offer
to sell or the solicitation of an offer to buy any securities, or
a solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
The Company, Bearing, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in
connection with the Merger. Information regarding the officers
and directors of the Company is set forth in the Companys annual
report on Form 10-K for the year ended June 30, 2016, which was
filed with the SEC on October 7, 2016. Additional information
regarding the interests of such potential participants will also
be included in the registration statement on Form F4 or S-4 (and
will be included in the definitive proxy statement/prospectus for
the Merger) and other relevant documents when they are filed with
the SEC.
Forward Looking Statements
This report includes forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995 that may not be based on historical fact, but instead
relate to future events, including without limitation statements
containing the words believe, may, plan, will, estimate,
continue, anticipate, intend, expect and similar expressions. All
statements other than statements of historical fact included in
this release are forward-looking statements, including statements
regarding: the ability of Bearing and the Company to consummate
the transactions contemplated by the Merger Agreement; the
anticipated benefits of the transactions contemplated by the
Merger Agreement, including the Merger; and statements regarding
the operation of each of the Company and Bearings businesses,
including the interest in mineral properties to be acquired by
virtue of the Merger.
Such forward-looking statements are based on a number of
assumptions, including assumptions regarding the ability of the
parties to satisfy, in a timely manner, the conditions contained
in the Merger Agreement; the successful development and/or
commercialization of the Company and Bearings respective
products, including the receipt of necessary regulatory
approvals; general economic conditions; that the parties
respective businesses are able to operate as anticipated without
interruptions; competitive conditions; and changes in laws, rules
and regulations applicable to the Company and Bearing. Although
management of the Company and Bearing believe that the
assumptions made and expectations represented by such statements
are reasonable, there can be no assurance that a forward-looking
statement contained herein will prove to be accurate. Actual
results and developments may differ materially from those
expressed or implied by the forward-looking statements contained
herein and even if such actual results and developments are
realized or substantially realized, there can be no assurance
that they will have the expected consequences or effects. Factors
which could cause actual results to differ materially from
current expectations include: non-completion of the transactions
contemplated by the Merger Agreement, including due to the
parties failing to receive the necessary shareholder, stock
exchange and regulatory approvals or the inability of the parties
to satisfy in a timely manner and on satisfactory terms the
necessary conditions; the failure to successfully develop or
commercialize the parties respective products; adverse changes in
general economic conditions or applicable laws, rules and
regulations; and other factors detailed from time to time in each
of the Company and Bearings periodic disclosure. All
forward-looking statements and information made herein are based
on the parties current expectations and neither party undertakes
an obligation to revise or update such forward looking statements
and information to reflect subsequent events or circumstances,
except as required by law.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Number | Description | |
| 99.1 | Press Release issued January 31, 2017. |
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. Li3 Energy, Inc. (OTCMKTS:LIEG) Recent Trading Information
Li3 Energy, Inc. (OTCMKTS:LIEG) closed its last trading session up +0.0025 at 0.0195 with 4,228,599 shares trading hands.