Arena Minerals Enters Into US$19.5 Million Option Agreement and $1M Private Placement
TORONTO, ONTARIO--(Marketwired - Oct 23, 2015) - Arena Minerals Inc. ("Arena" or the "Company") (TSX VENTURE:AN) is pleased announce that its Chilean subsidiary has signed an option/joint venture agreement with Teck Resources Chile Limitada ("Teck Chile") a Chilean subsidiary of Teck Resources Ltd. ("Teck"), pursuant to which Arena has granted Teck Chile options to acquire up to a 60% interest in the Solitario and Paciencia North prospects, which consist of two separate claim blocks (collectively the "Property") that comprise part of the Company's Atacama Copper property, located in Antofagasta, Chile. In order to exercise the options and acquire up to a 60% interest in the Property, Teck Chile will be required to spend an aggregate maximum of US$19.5 million in two stages over a six-year period. In addition, during the first option, Teck will be required to complete two equity financings in Arena at a premium to the market for an aggregate amount of Cdn$1.5 million (Cdn$1 million on signing and Cdn$0.5 million on or before July 26, 2016), make a one-time cash payment of US$450,000 (expected to be July 26, 2017) as well as an annual recurring payment of US$100,000.
As part of the transaction and subject to Exchange approval, Teck will subscribe for 3,703,703 common shares of Arena (the "Shares") pursuant to a private placement financing at a price of $0.27 per Share, for gross proceeds of Cdn$1,000,000 (the "Offering"). The closing date of the Offering is scheduled to be on or about November 15, 2015.
Will Randall, President & CEO of Arena, commented, "We are pleased to be partnering with Teck in what is now our third joint venture agreement this year, and welcome Teck as a strategic shareholder. Bringing Teck in to the mix of partners is ideal for Arena and its shareholders, given the company's international reputation, size and experience. Teck has been operating successfully in Chile for decades and their wealth of knowledge will no doubt add tremendous value to our ongoing exploration of the Atacama Property. Combined with our other two joint venture agreements (please see press releases dated February 23, 2015 and July 21, 2015), we now have a combined exploration commitment in excess of $60 million for the Atacama property."
A map showing the Solitario and Paciencia North claims in the context of the Atacama copper project can be accessed here.
Arena's interest in the Property is held pursuant to an underlying option agreement with SQM (the "Underlying Option Agreement") providing Arena with the right to acquire up to an 80% interest in the Property. Following the reduction schedule set out in the Underlying Option Agreement, the Teck Chile Property shall be reduced to 10,000 hectares by July 27, 2016.
Pursuant to the terms of the Agreement, Teck Chile will have the option to initially acquire a 51% undivided interest in the Property (the "First Option") by July 26, 2017 (the "First Earn-in Date") by: (i) Teck Chile undertaking certain exploration expenditures of US$4,500,000 by July 26, 2017, with the initial US$2,000,000 to be completed prior to July 26, 2016; (ii) Teck Chile will make a cash payment of US$450,000 on or before July 31, 2017; and (iii) Teck will complete two equity financings in Arena, the first for Cdn$1,000,000 on signing and the second for Cdn$500,000 on or prior to July 26, 2016. Teck Chile is committed to complete a minimum exploration expenditure of US$1,500,000. However, at any time after this minimum expenditure has been met, Teck Chile will have the right to terminate its interest, or any portion thereof, in the Property upon 30 days written notice to Arena. Upon notice of termination, Teck Chile will have no further right, title or interest in the Property.
Upon completion by Teck Chile of its obligations under the First Option on or before July 26, 2017, Arena shall exercise its right to acquire the Property pursuant to the Underlying Option Agreement and Arena and Teck Chile will hold an 80% interest in the Property through a special purpose vehicle to be formed in Chile. Upon satisfaction of the First Option, Teck Chile would hold a 63.75% interest in the special purpose vehicle, with Arena holding the remaining 36.25% interest.
Teck Chile will have the second option to acquire an additional 11.25% interest in the Property by incurring additional exploration expenditures of US$15,000,000 on or prior to July 26, 2021 or delivering a prefeasibility study on the Property prior to July 26, 2023 (the "Second Option"). Upon satisfaction of the obligations under the Second Option, Teck Chile would hold 75% of the special purpose vehicle and Arena would hold 25%.
The private placement is subject to TSX Venture Exchange approval. The shares issued in the private placement will be subject to a hold period of four months and a day. Arena intends to use the proceeds of the financing to further develop and maintain in good standing the Company's mineral properties as well as for general corporate purposes. Arena will not pay finder's fees in connection with the Offering.
About Arena Minerals
Arena Minerals is a prospect generator that has two properties under option covering approximately 95,400 hectares within the Antofagasta region of Chile. The properties are at low altitudes, within producing mining camps in infrastructure rich areas. The Company's flagship asset is the Atacama Copper Property, consisting of 92,000 hectares, following a contractual land reduction on July 27, 2015, of essentially undrilled ground in the heart of Chile's premier copper mining district. Currently, approximately 85% of the Atacama Copper Property is under option to third parties. Pursuant to option agreements entered into between Arena and the parties B2Gold Corp., Japan Oil, Gas and Minerals National Corporation and Teck Chile Limitada each have the right to earn into 60% of the respective land holdings within the property, by collectively spending over $60 million in exploration expenditures, amongst certain other commitments. In addition the Company has the Pampas El Peñon project, comprising a total of 3,400 hectares which is less than 1 km from Yamana's Agusta Victoria project which forms part of the El Peñon mine complex. The Pampas El Peñon and Atacama Copper Property properties comprise Arena Minerals highly prospective copper and gold properties within an active mining region.
For more information about Arena Minerals, please visit www.arenaminerals.com.
In addition to featuring information regarding the Company, its managements and projects, the website also contains the latest corporate news and an email registration allowing subscribers to receive news and updates directly.
On behalf of the Board of Directors of
| Arena Minerals Inc. |
| William Randall |
| President, and CEO |
Cautionary Note Regarding Accuracy and Forward-Looking Information:
This news release may contain forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements, projections and estimates relating to the future development of any of the Company's properties, the ability of the Company to complete the transaction as proposed or at all, the intended use of proceeds of the Offering, the ability of any potential partner to accelerate drill programs, increase the development of any of the projects or prospects of the Company, the results of any exploration program, future financial or operating performance of the Company, its subsidiaries and its projects, the development of and the anticipated timing with respect to the Atacama project, and the Company's ability to obtain financing. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
The statements made herein are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of the Company's most recent financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Estimates underlying the results set out in this news release arise from work conducted by the previous owners and the Company. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: standard transaction risks, general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; and other risks inherent in the mining industry and the risks described in the annual information form of the Company. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. Arena Minerals does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.