Lithium Power International Limited (ASX:LPI) entered into an arm's-length definitive agreement to acquire Bearing Lithium Corp. (TSXV:BRZ) for CAD 25 million on June 21, 2022. The merger of Bearing will be structured as a plan of arrangement whereby Bearing shareholders will receive 0.7 of an LPI share for everyone Bearing share held (“Exchange Ratio”) (up to 94.5 million LPI shares) 1, and in addition Bearing shareholders will receive a cash distribution (by way of a capital return) estimated at CAD 0.02 per share. Bearing Lithium Stock Options and Warrants that are not exercised prior to the completion of the transaction will remain outstanding and automatically become exercisable for LPI ordinary shares based on the exchange ratio under their current terms. In related transaction, Lithium Power International Limited entered into definitive agreement to acquire Salar Blanco, LLC. The Bearing Shares will be de-listed from the TSXV following completion of the Arrangement. If Bearing terminate the Arrangement Agreement, it will be required to pay LPI Termination Fees of up to CAD 2.5 million. The Transaction has been unanimously approved by the Bearing Board of Directors. The Transaction has been approved by the LPI Board of Directors. The implementation of the Transaction will be subject to the approval of at least 66.67% of the votes cast by holders of Bearing Shares. In addition to the shareholder approvals, the Transaction is also subject to the receipt of certain regulatory, court and stock exchange approvals, completion of the Salar Blanco, LLC Transaction and other closing conditions customary in transactions of this nature. Although under ASX listing rules, the Transaction would be subject to the approval of LPI shareholders. The annual and special meeting will be held on October 28, 2022. As of October 28, 2022, Bearing Lithium shareholders have approved the transaction. As of November 3, 2022, Supreme Court of British Columbia has granted a final order approving the transaction. As of December 15, 2022, the Australian court has approved the deal. The Transaction is expected to close in September 2022. As of October 31, 2022, the closing is expected on or around November 7, 2022. As of November 3, 2022, the transaction is expected to close later this month. As of December 1, 2022, the transaction is expected to close during December 2022. The transaction is expected to close on or about December 22, 2022.

The independent financial advisor to Bearing, Sequeira Partners, has provided a fairness opinion to the Board of Directors of Bearing. Adrian Harvey of DS Lawyers Canada LLP acted as legal advisors and Torretti y Cia acted as Chilean legal advisors to Bearing in relation to this transaction. Treadstone Resource Partners acted as strategic and financial advisor to LPI in relation to the Transactions. Murray Wheater, Greg Golding and Ben Stewart of Ashurst acted as Australian legal advisor, Quentin Markin of Stikeman Elliott LLP acted as Canadian legal advisor, and Pillsbury Winthrop Shaw Pittman acted as US legal advisor to LPI in relation to the Transactions. EY acted as the Australian, US and Canadian tax advisor to LPI in relation to the Transactions. Boardroom Pty Limited acted as transfer agent to LPI. Computershare Trust Company of Canada acted as proxy solicitor to BRZ. Computershare Investor Services Inc. acted as depositary for LPI and BRZ.