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Arena Minerals Inc. ("Arena" or the "Company") (TSX-V: AN) announces that it is undertaking a non-brokered private placement of units of the Company (the "Units") at a price of $0.05 per Unit for gross proceeds of $2,800,000 (the "Offering"). Each Unit shall consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire one Common Share of the Company at $0.15 for a period of 36 months from the date of issuance. This price represents a 43% premium to the last trading price of Arena.
GFL International Co., Ltd, a wholly owned subsidiary of Ganfeng Lithium Co. ("Ganfeng"; 1772.HK; OTCQX: GNENF), an established global lithium carbonate producer, will acquire 39,525,596 Units for gross proceeds of $1,976,280 pursuant to the terms of the offering. Ganfeng is one of the world's leading lithium manufacturers and is listed on the Shenzhen Stock Exchange and on the Hong Kong Stock Exchange (Ticker 1772.HK) since 2018 when it raised US$ 440 million in an IPO. Ganfeng is a top three lithium compound producer, and the largest producer of lithium metal globally. Ganfeng has a strong presence in Argentina, including a 51% ownership in Minera Exar whom operates the Cauchari Lithium project in Jujuy province.
The proceeds from the Offering will be used by Arena to develop its Antofalla lithium brine property in the puna region of Argentina, for potential acquisitions, and for general corporate purposes. Arena's Antofalla properties comprise a total of 6,000 hectares covering a portion of the Antofalla salar located in Catamarca, Argentina. The properties are immediately south and adjacent to Albemarle Corporation's similarly names Antofalla project.
Mr. Eduardo Morales, Executive Chairman of Arena, commented: "We are thrilled to have Ganfeng Lithium, one of the world's largest and most successful companies in the battery materials sector, participate in the Offering and join us as a major investor and strategic partner. The proceeds of the Offering will assist Arena in developing the Antofalla project as well evaluating further acquisitions in Argentina, where Arena's team has world class expertise and competitive advantages. Our objective is to ultimately own and operate several high-quality assets and supply lithium chloride to a centralized chemical plant. We are convinced this is the future of the brine lithium industry, allowing assets to be developed without incurring excessive capital costs while reducing the technical risk of having to build and operate a chemical plant." Mr. Morales is the former President of Rockwood Litio Ltda (Chile), where he oversaw the development of the world's premier lithium brine asset in the Salar the Atacama, Chile. Rockwood was sold in 2014 for USD 6.2 Billion.
Under its subscription agreement with Arena, and provided it holds at least 7.5% of Arena's common shares, Ganfeng has been granted the right (i) to participate in future Arena financings to maintain its percentage ownership interest in Arena; (ii) to acquire up to 35% interest in any asset acquisition completed by Arena; and iii) a Right of First Offer on off-take agreements on a per project basis. Ganfeng has also been granted the right to appoint a nominee to the Arena board of directors as long as it holds at least 10% of Arena's common shares.
This summary is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed by Arena on SEDAR ( www.sedar.com ). The Offering is subject to the approval of the TSX Venture Exchange.
Pampa Paciencia Sale to Astra Exploration Inc.
The Company also announces the sale of its Pampa Paciencia epithermal gold property, located in the Atacama region of northern Chile, to Astra Exploration Ltd ("Astra"), a private mineral exploration company.
Pursuant to the Agreement, Arena's wholly owned subsidiary, Arena Minerals Chile SpA, will transfer to a newly incorporated Chilean subsidiary of Arena ("AM Newco") all of the shares it owns in Sociedad Contractual Minera Paciencia (the "JV Company"), representing 80% of the outstanding shares of the JV Company. The JV Company holds 100% of the Paciencia Property, one of the two Chilean properties in which Arena holds an interest. Astra will then purchase all of the shares of AM Newco in consideration for the issuance to Arena of shares representing 40% of Astra's issued and outstanding shares after Astra completes a proposed financing to raise a minimum of $600,000, which financing is to close prior to the sale to Astra of AM Newco.
Under the Agreement, until the earlier of an Astra Going Public Transaction (which includes the listing of Arena's shares on the TSX Venture Exchange or other recognized Canadian or U.S. stock exchange) and a change of control of Arena, Arena has the right to participate in future financings of Astra to maintain its percentage shareholding in Astra while it holds 5% to 25% of Astra's outstanding shares, and has the right to nominate a director to the Astra board as long as it maintains at least a 5% shareholding in Astra. Prior to the earlier of completion by Astra of a Going Public Transaction and 12 months from closing, Arena may not sell its Astra shares without Astra's consent, and provided it holds at least 5% of Astra's shares, following completion of an Astra Going Public Transaction, Arena must provide Astra with an opportunity to identify purchasers for any Astra shares that it proposes to sell before it may sell them to third parties. Arena has also agreed to vote all Astra shares it holds in favour of Astra management's proposals at any meeting of the shareholders of Astra held within 24 months of closing.
About Arena Minerals Inc.
Arena owns the Antofalla lithium brine project in Argentina, consisting of four claims covering a total of 6,000 hectares of the central portion of Salar de Antofalla, located immediately south of Albemarle Corporation's Antofalla project. Arena has developed a proprietary brine processing technology using brine type reagents derived from the Antofalla project with the objective of producing more competitive battery grade lithium products.
Arena also owns 80 percent of the Atacama Copper property, consisting of two projects covering approximately 7,000 hectares within the Antofagasta region of Chile. The projects are at low altitudes, within producing mining camps in infrastructure-rich areas, located in the heart of Chile's premier copper mining district.
The technical and scientific aspects of this news release have been reviewed and approved by Mr. William Randall, P.Geo, who is a qualified person pursuant to NI 43-101. As the President & CEO of the Company, Mr. Randall is not considered independent.
To view our website, please visit www.arenaminerals.com. In addition to featuring information regarding the Company, its management, and projects, the site also contains the latest corporate news, a long form text explaining the unique business model of the Company (under the tab "the Company Explained") and an email registration allowing subscribers to receive news and updates directly.
For more information, contact William Randall, President and CEO, at +1-416-818-8711 or Simon Marcotte, Vice-President Corporate Development, at +1-647-801-7273 or smarcotte@arenaminerals.com.
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 anticipating timing with respect to private placement financings, the ability of the Company to complete private placement financings, results of the 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 in Chile, the Antofalla, Hombre Muerto or Pocitos Projects in Argentina , 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 interim and most recent annual financial statement 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: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; other risks of 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) accept responsibility for the adequacy or accuracy of this release.
