Q:

Why are Bearing and Li3 proposing to effect the merger?

A:

Bearing and Li3 expect that the merger will create a corporation with international reach, and the consolidated resources and expertise necessary to advance the Maricunga lithium brine project (the “Maricunga Project”).. For Bearing, Li3 provides an interest in the Maricunga Project, and extensive operational experience and expertise in Chile, and Latin America, generally. For Li3, Bearing provides access to financial expertise, and to the extensive financing opportunities available for mineral exploration companies in Canadian capital markets. Both Bearing and Li3 expect the merger to result in further diversification of their respective portfolios. Bearing and Li3 expect to leverage their respective companies’ significant knowledge relating to mineral exploration, development, and project financing. For a more complete description of the reasons for the merger, see “The Merger-Li3’s Reasons for the Merger and the Recommendation of the Li3 Board,” beginning on page 49 of this proxy statement/prospectus.

Q:

How will Li3’s stockholders be affected by the merger?

A:

Following the merger, Li3’s stockholders will become shareholders of Bearing. We anticipate that, following the merger, Li3’s stockholders will beneficially own approximately 35.12% of the issued and outstanding Bearing common shares on a non-diluted basis, or 28.14% on a fully diluted basis, assuming the exercise of all Bearing options and warrants outstanding as at September 8, 2017.

Q:

As a Li3 stockholder, what will I receive in the merger?

A:

At the effective time of the merger, each share of issued and outstanding Li3 common stock (excluding shares cancelled pursuant to the merger agreement) shall cease to be outstanding and shall be exchanged for the right to receive a proportionate share of the 16,000,000 Bearing common shares to be issued pursuant to the acquisition agreement. Based on the number of Li3 common shares outstanding as at the date of the registration statement, each Li3 common share may be exchanged for the right to receive 0.0287705448370321 Bearing common shares, which is referred to in this proxy statement/prospectus as the exchange ratio. The exchange ratio is therefore subject to change in the event that additional Li3 common shares are issued prior to the closing of the acquisition agreement. No fractional shares will be issued in connection with the merger. In the event that a Li3’s 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. Please see “Summary-Treatment of Li3 Capital Stock in the Merger” on page 11 of this proxy statement/prospectus and “The Agreement and Plan of Merger-Merger Consideration” on page 56 of this proxy statement/prospectus.

Q:

What will the holders of Li3 options and warrants receive in the merger?

A:

At the effective time of the merger, each outstanding option or warrant to purchase a share of Li3 common stock, whether vested or unvested or exercisable or un-exercisable, and so long as such option or warrant has not, prior to the effective time of the merger, been exercised, cancelled, terminated or expired, will be deemed to constitute an option or warrant to purchase, on the same terms and conditions, a number of Bearing common shares (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Li3 common stock subject to such option or warrant multiplied by (ii) the exchange ratio of 0.0287705448370321, at an exercise price per share computed by dividing the per share exercise price under each such option or warrant by the exchange ratio and rounding up to the nearest cent. Please see “Summary-Treatment of Li3 Warrants and Stock Options in the merger” on page 11 of this proxy statement/prospectus and “The Agreement and Plan of Merger- Treatment of Warrants and Stock Options” on page 57 of this proxy statement/prospectus.

Q:

Is the exchange ratio subject to adjustment based on changes in the prices of Bearing common shares or Li3 common stock? Can it be adjusted for any other reason?

A:

The exchange ratio is not subject to adjustment based on changes in the prices of Bearing common shares or Li3 common stock. The number of Bearing common shares to be issued pursuant to the acquisition agreement is fixed at 16,000,000 shares. The exchange ratio reflects the dividend of 16,000,000 divided by the number of Li3 common shares issued and outstanding upon completion of the acquisition. Therefore the exchange ratio may only be adjusted to account for the issuance of additional Li3 common shares prior to the closing of the acquisition. No adjustments to the exchange ratio will be made based on changes in the price of either Bearing common shares or Li3 common stock prior to the completion of the merger. As a result of any such changes in stock price, the aggregate market value of the Bearing common shares that a Li3 stockholder is entitled to receive at the time that the merger is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus, the date of the Li3 Special Meeting or the date on which such Li3 stockholder actually receives its Bearing common shares.

If prior to consummation of the merger, the outstanding Bearing common shares or shares of Li3 common stock or preferred stock have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination, contribution or exchange of shares, the exchange ratio and any adjustments or payments to be made pursuant to the merger agreement that are based on the number of Bearing common shares or shares of Li3 common stock or preferred stock will be correspondingly adjusted to provide the holders of Li3 common stock, Li3 options and Li3 warrants the same economic effect as contemplated by the merger agreement prior to such event.

Q:

How will I receive the per share merger consideration to which I am entitled?

A:

After receiving the proper documentation from you, following the effective time, the exchange agent will forward to you the Bearing common shares to which you are entitled. You will be restricted from selling your securities for 4 months from the effective date of the merger. More information on the documentation you are required to deliver to the exchange agent may be found under the caption “The Merger-Exchange of Li3 Stock Certificates Following the Merger” beginning on page 55 of this proxy statement/prospectus.

Q:

Are there any risks that I should consider in deciding whether to vote for the proposal to approve and adopt the merger agreement and approve the merger?

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 26 of this proxy statement/prospectus.

Q:

Do any of Li3’s directors or officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?

A:

Yes. In conjunction with the merger, certain executive officers and directors of Li3 will receive employment with Bearing and equity incentive awards. Please see the section of this proxy statement/prospectus titled “Interests of Certain Executive Officers and Directors in the Merger.”

Q:

What are the conditions to completion of the merger?

A:

In addition to approval and adoption of the merger agreement by Li3 stockholders, as described above, completion of the merger depends upon a number of conditions being satisfied or, to the extent permitted by applicable law, waived, including (i) approval of the issuance of the merger consideration to Li3’s securities holders; (ii) the absence of any legal restraints or prohibitions on the consummation of the merger, (iii) the effectiveness of the registration statement on Form F-4 of which this proxy statement/prospectus is a part; and (iv) conditional approval from the TSXV. Please see the section entitled “The Agreement and Plan of Merger-Conditions to the Completion of the Merger” beginning on page 69 of this proxy statement/prospectus.

Q:

Is Li3 prohibited from soliciting other Offers?

A:

The merger agreement contains detailed provisions pursuant to which Li3 is not permitted to solicit, initiate or knowingly encourage or otherwise take any action to facilitate from any third party a competing proposal to acquire the assets of, equity interest in, or business of Li3 and its subsidiaries, taken as a whole, any of which we refer to as a company acquisition proposal. Please see “The Agreement and Plan of Merger-Restrictions on Solicitation” and “The Agreement and Plan of Merger-Recommendation of Li3’s and Bearing’s Respective Boards of Directors”, beginning on page 68 of this proxy statement/prospectus.

Q:

Will the merger agreement and the transactions contemplated thereby be taxable to me as a Li3 stockholder?

A:

The merger is intended to be non-taxable to our stockholders, provided it qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, referred to as the Code, and Section 367(a) of the Code does not cause the recognition of gain. See “Material U.S. Federal Income Tax Consequences of the Merger” on page 72 of this proxy statement/prospectus.

Q:

When do Bearing and Li3 expect to complete the merger?

A:

Bearing and Li3 are working to complete the merger as quickly as practicable. However, we cannot predict the exact timing of the completion of the merger because it is subject to certain conditions. See “The Agreement and Plan of Merger-Conditions to Completion of the Merger” on page 69 of this proxy statement/prospectus. We hope to complete the merger prior to December 31, 2017.

Q:

Who will be Bearing’s directors and executive officers following the merger?

A:

If the merger is not approved by Li3 stockholders, or if the merger is not completed for any other reason, there will be no exchange of Li3 common stock for Bearing common shares, and Li3 will not become a wholly owned subsidiary of Bearing. Instead, Li3 will continue to be independently owned by its stockholders and will remain as a public company and its common stock will continue to be registered under the Exchange Act. If the merger agreement is terminated by mutual agreement, or for reasons outside the control of the parties, then each Bearing and Li3 will be responsible for their own expenses incurred in relation to the transaction. If the merger agreement is terminated by reason of a party’s failure to fulfill an obligation, then that party will be responsible for its own expenses, and may be responsible for the expenses of the other party. Currently, Li3 has nominal cash on hand, and Bearing is advancing funds to Li3 on an as-needed basis to satisfy Li3’s expenses incurred in relation to the merger agreement, among other expenses. If the merger agreement is terminated, any funds advanced by Bearing to Li3 will become payable on demand. Additionally, if the merger does not close, then the Li3 Board will, among other things, continue to evaluate and review Li3’s business operations, properties and capitalization, make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives intended to enhance stockholder value. However, if the merger is not completed, Li3 does not anticipate that it will have sufficient working capital to maintain its operations or to fulfill its public disclosure obligations without additional financing.

Q:

Will I be entitled to dissenter’s rights or appraisal rights as a result of the merger agreement and the merger?

A:

Yes. Because Li3’s common stock is not listed on a national securities exchange Li3 stockholders will have appraisal rights and rights of dissenters with respect to the merger.

Q:

Should I send in my share certificates now?

A:

No, please do NOT return your share certificate(s) with your proxy. If the proposal to approve and adopt the merger agreement and approve the merger is approved by Li3 stockholders and the merger is completed, then you will be sent a letter of transmittal as promptly as reasonably practicable after the completion of the merger describing how you may exchange your shares of Li3 common stock for Bearing common shares. If your shares of Li3 common stock are held in “street name” through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your “street name” shares of Li3 common stock in exchange for Bearing common shares.

Q:

When and where is the Special Meeting?

A:

The Special Meeting will be held on September 28, 2017, at 409 - 221 W. Esplanade, North Vancouver, British Columbia, Canada V7M 3J3 , at 9:00 A.M., local time (P.S.T.).

Q:

Who may attend the Special Meeting?

A:

All Li3 stockholders who owned shares of Li3 common stock at the close of business on August 21, 2017, the record date for the Special Meeting, may attend.

Q.

Why am I being asked to approve adjourning the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the merger proposal?

A:

We are asking you to vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, in order to allow for the solicitation of additional proxies if there are insufficient votes at the time of the Special Meeting to approve the merger proposal or if necessary to achieve a quorum. If the proposal to adjourn the Special Meeting is not approved and there are insufficient votes at the time of the Special Meeting to approve the merger proposal or achieve a quorum, we may be required to incur additional time and expense in order to hold an effective stockholder meeting for the merger proposal to be considered and approved.

A.

Only holders of record of Li3 common stock as of the close of business on the record date may vote at the Special Meeting. As of the record date, Li3 will have 556,124,331 outstanding shares of Li3’s common stock entitled to vote at the Special Meeting.

Q:

How many votes do I have?

A:

Each Li3 stockholder is entitled to one vote for each share of Li3 common stock held of record as of the close of business on the record date.

Q:

How does the Li3 Board recommend that I vote?

A:

The Li3 Board unanimously recommends that you vote “FOR” each of the proposals presented in this proxy statement/prospectus.

Q:

Who is soliciting my proxy?

A:

Your proxy is being solicited by the Li3 Board.

Q:

If a stockholder gives a proxy, how are the shares of Li3 common stock voted?

A:

Regardless of the method by which you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Li3 common stock in the way that you indicate. When completing the Internet processes or the proxy card, you may specify whether your shares of Li3 common stock should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the proposal to approve and adopt the merger agreement and approve the merger and “FOR” the proposal to adjourn the Special Meeting, if necessary.

Q:

Will my shares be voted if I do not provide my proxy?

A:

Under stock market rules currently in effect, brokerage firms and nominees have the authority to vote their customers’ unvoted shares on certain “routine” matters if the customers have not furnished voting instructions within a specified period prior to the Special Meeting. However, the merger proposal is not considered a “routine” matter, therefore brokerage firms and nominees will not be able to vote the shares of customers from whom they have not received voting instructions. If you hold your shares directly in your own name, they will not be counted as shares present for the purposes of determining the presence of a quorum or be voted if you do not provide a proxy or attend the Special Meeting and vote the shares yourself.

Q:

What vote is required to approve the proposals?

A:

The affirmative vote of the holders of a majority of the voting power outstanding on the record date (assuming a quorum is present in person or by proxy) is required for approval of the merger proposal. If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have the same effect as voting “AGAINST” this proposal.

The adjournment proposal must be approved by a majority of the votes cast at the Special Meeting (assuming a quorum is present in person or by proxy). If you fail to vote or to instruct your bank, broker, custodian or other record holder how to vote, it will have no effect on the voting outcome of this proposal. If you abstain, it will have the effect of a vote “AGAINST” the proposal.

Q:

How will Li3’s directors and executive officers vote on the merger proposal?

A:

Our directors and executive officers have informed us that, as of the date of this proxy statement/prospectus, they intend to vote all of their shares of Li3 common stock and all of the shares of Li3 common stock over which they have voting control in favor of the merger proposal, and the adjournment proposal. As of August 21, 2017, the record date for the Special Meeting, our directors and executive officers owned, in the aggregate, 76,471,072 shares of Li3 common stock, or collectively, approximately 15.21% of the outstanding shares of Li3 common stock.

Q:

What is a “quorum”?

A:

Under our bylaws, the holders of a majority of the outstanding shares of Li3 stock entitled to vote constitutes a “quorum” at a meeting of stockholders for the transaction of any business. If a quorum is not present at the Special Meeting, Li3 expects that the Special Meeting will be adjourned or postponed to solicit additional proxies. In general, shares of Li3 common stock represented by a properly signed and returned proxy card will be counted as shares present and entitled to vote at the Special Meeting for purposes of determining a quorum, including shares represented by proxies marked “ABSTAIN” or not marked at all. In addition, a “broker non-vote,” as described below, is counted in determining whether a quorum is present.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

If your shares of Li3 common stock are registered directly in your name with the transfer agent of Li3, then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote, or to grant a proxy for your vote directly to Li3 or to a third party to vote, at the Special Meeting.

If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the Special Meeting; however, you may not vote these shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the Special Meeting.

Q:

What are broker non-votes and what is their effect?

A:

Broker non-votes occur when shares held by a broker are not voted with respect to a proposal because (i) the broker has not received voting instructions from the beneficial owner of the shares and (ii) the broker lacks the authority to vote the shares at the broker’s discretion. Broker non-votes will be counted as shares present and entitled to vote for the purposes of determining the presence of a quorum on each of the proposals to be voted on at the Special Meeting and will have the effect of a vote AGAINST the merger proposal, but they will not be counted as votes FOR or AGAINST the other proposals.

Q:

If my shares are held in “street name” by my broker, can my broker vote my shares for me?

A:

Yes, but, as described above, your broker will be permitted to vote your shares only if you instruct your broker how to vote. You should follow the procedures provided to you by your broker regarding how to instruct your broker to vote your shares.

Q:

What does it mean if I get more than one proxy card?

A:

If your shares are registered in multiple accounts with one or more brokers and/or our transfer agent, you will receive more than one proxy card. If you are submitting your proxy by completing and returning your proxy card, please complete and return each of the proxy cards you receive to ensure that all of your shares are voted.

Q:

What should I do now?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, including the appendices, we encourage you to vote by proxy as soon as possible, whether or not you plan to attend the Special Meeting. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed by you via the Internet. You may specify whether your shares should be voted “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Li3 Board’s recommendations, as noted above. Voting by proxy will not affect your right to attend the Special Meeting.

If your shares are registered directly in your name through our stock transfer agent, or you have stock certificates registered in your name, you may vote as follows:

·

Voting on the Internet . You may vote on the Internet by accessing the website www.cstproxy.com/li3energy/2017 and following the instructions printed on your proxy card. The deadline for voting on the Internet is September 27, 2017, at 11:59 p.m. Eastern Time. If you vote on the Internet, you do not need to return your proxy card.

·

Voting by Proxy Card . You may vote by completing, signing and returning your proxy card by mail. To vote in this manner, please mark, date and sign the enclosed proxy card and return it by mail in the accompanying postage-prepaid envelope. You should mail your signed proxy card as promptly as possible so that your shares will be voted at the Special Meeting.

·

Voting in Person . Even if you have voted by one of the methods described above, you may still attend the Special Meeting and vote your shares in person. If you do attend and vote your shares in person at the Special Meeting after having voted by any of the methods described above, only your last vote will be counted. However, attendance at the Special Meeting alone will not result in a revocation of any previously submitted proxy cards.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive voting instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet voting also will be offered to stockholders owning shares through banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Special Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Special Meeting in order to vote.

Q:

If I have given a proxy, may I subsequently change my vote?

A:

Yes. If you give us your proxy, you may change or revoke it at any time before the Special Meeting. You may change or revoke your proxy in any one of the following ways:

·

by re-voting by Internet;

·

by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above; provided that it is received prior to the deadline date of the Special Meeting;

·

by notifying our Secretary in writing at  Matias Cousiño 82, Oficina 806 Santiago, Chile F3 00000 Attn: Luiz Saenz, before the Special Meeting that you have revoked your proxy; or

·

by attending the Special Meeting in person and voting in person in accordance with the instructions above. Attending the meeting in person will not in and of itself revoke a previously submitted proxy unless you specifically request revocation by notifying the Inspector of Elections at the Special Meeting.

Your most recent vote, whether by Internet, proxy card or in person at the Special Meeting, is the one that will be counted.

If you have instructed a broker or other nominee to vote your shares, you must follow the procedures provided by your broker or nominee to subsequently change those voting instructions.

Q.

After the Special Meeting, how can I determine whether the merger proposal was approved by Li3’s stockholders?

A.

Promptly after the Special Meeting, Li3 will issue a press release announcing whether the merger proposal has been approved by Li3’s stockholders. In addition, within four business days following the Special Meeting, Li3 will file a Current Report on Form 8-K with the SEC to report the results of the voting on the proposals presented to our stockholders at the Special Meeting.

Q.

Who is paying for the solicitation of proxies?

A:

Li3 will bear the cost of solicitation of proxies by us. In addition to soliciting stockholders by mail, Li3 directors, officers and employees, without additional remuneration, may solicit proxies in person or by telephone or by means of electronic communication. Li3 will not pay these individuals for their solicitation activities but will reimburse them for their reasonable out-of-pocket expenses. Brokers and other custodians, nominees and fiduciaries will be requested to forward proxy-soliciting material to the owners of stock held in their names, and Li3 will reimburse such brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs. Solicitation by our directors, officers and employees may also be made of some stockholders in person or by mail, telephone or other means of electronic communication following the original solicitation. In addition, we may retain the services of a proxy solicitor to assist in the solicitation of proxies. If we determine that the services of a proxy solicitor are necessary, we anticipate that we will pay the proxy solicitor compensation for its services and will reimburse it for its approved out-of-pocket expenses.

Q:

Who can help answer my questions?

A:

If you have questions about the Special Meeting or the merger after reading this proxy statement/prospectus, you should contact us at the following address or phone number: Li3 Energy Inc., info@li3energy.com, Attn: Investor Relations, +56 2 2206 5252.