LI3 Energy Inc (fka LIEG)

[Dr_Vonschellan]

That is, If the Merger even takes place
Go to the Merger Agreement page 54 paragraph 5 which reads:
Conditional TSXV Approval
It is a condition to the completion of the merger that the TSXV has conditionally approved the listing of Bearing’s common shares to be issued pursuant to the merger agreement on the TSXV, with final approval of the TSXV being subject to receipt of Bearing shareholder approval, if required, and satisfaction of certain customary filing requirements of the TSXV.

I would venture to speculate that if Sebastian Pinera wins the upcoming presidential election in November by a majority then the Bearing shareholders will automatically vote YES to accept the Merger no later than the 3rd week in December.
Conversely (and wisely) I would then counter speculate that if the Centrist Left were to win the Presidential election in a December run-off then the Bearing shareholders would vote NO to reject the Merger no later than December 30. Only the LIEG shareholders have voted on the Merger... the Bearing shareholders have not yet voted. If I were a Bearing shareholder I would darn sure vote NO also if the Communists win in a December run-off because absolutely zero will happen on the Maricunga NewCo JV project for 4 more years if the Centrist Lefties remain in power. If Pinera wins then all hell breaks loose in our favor.

LIEG closed at $.027pps on Friday. BRGRF closed at $.67pps on Friday.
34.79 LIEG shares at $.027pps is worth $.94
One share of BRGRF is worth________-$.67
On paper LIEG shareholders loss______$.27

If the merger took place on Monday before the opening bell then Bearing would need to produce (ie cough-up) $4,320,000 (556,124,331shares/34.76 x $.27) as payment to LIEG shareholders as fair compensation to reach parity (as the SEC should be made to certify in writing after the stocks exchange on Merger Day). Dissenting LIEG shareholders would seek (ie enjoy) this remedy on legal means as stipulated in paragraph 6 of the above-mentioned Merger document which reads:
Dissenters’ Rights of Appraisal
Pursuant to the NRS §§ 78.3793, 92A.300 - 92A.500 (inclusive) (the “Dissenters Rights Provisions”) Li3 stockholders who do not wish to accept the Bearing Shares in consideration for their Li3 Stock, will have the right under Nevada law to seek an appraisal of the fair cash value of their Li3 Stock, exclusive of any element of value arising from the accomplishment or expectation of the merger.
In the context of the merger, the Dissenters’ Rights Provisions provides that the former stockholders may elect to have Li3 purchase the Shares held by the former stockholders for a cash price that is equal to the “fair value” of such Shares, as determined in a judicial proceeding in accordance with the Dissenters’ Rights Provisions. The fair value of the Shares of any former stockholder means the value of such Shares immediately before the effectuation of the merger, excluding any appreciation or depreciation in anticipation of the merger, unless exclusion of any appreciation or depreciation would be inequitable.
In order to exercise your dissenters’ rights, there are numerous conditions you must comply with. An initial requirement is that you must provide written notice to Li3, before the shareholder vote at the Special Meeting, of your intention to demand payment for your shares if the merger is completed. Proper notice will be considered given if... blah, blah, blah

Any attorney you hire worth his salt could have you (ie you the reader here today) classified a dissenter within a day or two. More likely you will just join the class action against Beering and will be made into a dissenter overnight especially since Annex C was apparently not even included in the merger docs as required/stipulated... hence not readable by LIEG shareholders before the voting, tsk, tsk. Annex C URL does not work, Go ahead, try it yourself.

Now come forward and closer to read... Accounting Treatment of the Merger
16,000,000 shares of BRGRF are being distributed to the LIEG shareholders who on paper hold 556,124,331 LIEG shares.

In settling the $525,000 debt owed to Martin Borda etal the slippery signers to the merger agreement agreed to set the price of one BRGRF share at $.78 as registered on September 8, 2017. Attorneys for Beering might argue that we mushrooms-in-the-dark undeserving third-class peasant LIEG shareholders are entitled to no more that one BRGRF share valued at $.78 which would create a "one share plus cash sweetener exchange" scenario something like this:
LIEG closed at $.027pps on Friday. BRGRF closed at $.67pps on Friday.
34.79 LIEG shares at $.027pps is worth_____$.94
One share of BRGRF is worth_____________-$.67
On paper LIEG shareholders gross loss_____$.27
Cash restitution from Beering paid to LIEG sh $.11___($.78 - $.67 = $.11) on top of the one BRGRF share you would own.
On paper LIEG shareholders net loss_______$.16

If Beering could get us to swallow this $.78pps as a fair (at par) value for one share of BRGRF then they would only have to cough up $1,760,000 (16,000,000 x $.11) not the full $4,320,000 (16,000,000 x $.27) which should by all rights be due us on Tuesday if the merger actually happened this Monday before the bell.

But people like me are not going to roll over like a savaged beaten half-starved mongrel dog and accept this ludicrous only-half-serious $.11 cash offer... we want the full $.27 cash (or possibly more, yeeee haaaa!) on this upcoming exchange and we intend to get it.

The Doctor