Arena Minerals Inc. ("Arena" or the "Company") (TSX-V:
AN) is pleased to announce that the Company has entered
into a binding share purchase agreement (the "SPA") with Centaur
Resources ("Centaur") to acquire its wholly owned subsidiary,
Centaur Resources Holding Pty Ltd, which indirectly owns 100% of
the Sal de la Puna lithium brine project ("Sal de la Puna", or the
"Project"), covering 11,000 hectares of the Pastos Grandes basin in
Argentina. The Company was previously assigned the right to acquire
the Project pursuant to a binding memorandum of understanding (the
"MOU") with LITH-ARG Acquisition LLC ("LITH-ARG"), as further
described in the press release dated March 29, 2021.
The Sal de la Puna Project
The Sal de la Puna Project covers approximately
11,000 hectares of the Pastos Grandes basin located in the Puna
region of Salta province at an average elevation of 4,000 metres
above sea level. The project hosts a large portion of the Pastos
Grandes salar adjacent and south of Millennial Lithium’s (TSX.V:ML)
12,700 hectare Pastos Grandes project and Litica’s Pozuelos-Pastos
Grandes project which shares the northern portion of the same
salar. Litica is a subsidiary of Latin American leading oil and gas
producers PlusPetrol S.A., who acquired LSC Lithium in 2019 giving
them ownership of their lithium assets in Argentina. The Sal de la
Puna project is also located 50 km north of Lithium X Energy
Corp.’s project, which was sold for $265 million in 2018, where Mr.
Morales and Mr. Randall were senior executives.
Approximately $22 million has been invested in
the property by the current private operators/owners, including
approximately $13 million in work completed at Sal de la Puna over
the last 5 years. Work included drilling of three wells including a
pumping well to around 600 metres below surface, pumping tests,
seismic & TEM geophysical surveys. The drilling was carried out
on a portion of the Alma Fuerte, one of the nine 100% owned
claims.
The SPA
Arena will acquire 100% of the shares on issue
in Centaur Resources Holdings Pty Ltd for an approximate aggregate
remaining purchase price of USD 14,500,000. The aggregate remaining
purchase price takes in consideration a total purchase price of AUD
23,266,341 (approximately USD 17,995,000) (the "Price”) and
discounting USD 3,500,000 paid to Centaur by LITH-ARG.
Arena has agreed to advance Centaur an loan of
USD 1,000,000, secured by a first ranking charge over Centaur's
assets, within 2 business days after the date of the SPA to assist
Centaur in delivering the Project on a debt free basis (the
"Loan"). The Loan is to be repaid at closing by being credited
against the Price.
Closing of the transaction under the SPA is
subject to receipt of applicable regulatory approvals, including
the approval of the TSX Venture Exchange. It is also subject to,
among other things, the shareholders of Centaur voting (by 51%
majority) in favour of a resolution to approve the transaction, as
well as Arena being satisfied with its ongoing due diligence
investigations. Closing of the acquisition of the Project is
expected to take place before July 20, 2021, and a further press
release will be issued by the Company upon closing.
At closing, the Loan and a deposit of AUD
4,454,791.09 (USD 3,500,000), which was previously paid to Centaur
by LITH-ARG, will be credited against the Price. AUD 2,000,000 of
the Price will be held in escrow for a period of 12 months after
closing to fund the costs of ongoing litigation affecting Centaur
Resources PG S.A.S (Sociedad por Acciones Simplificada), being the
Argentinian subsidiary entity that owns the Project.
The technical information contained in this news
release has been reviewed and approved by William Randall, P.Geo,
who is a Qualified Person as defined under NI 43-101. As President
and Chief Executive Officer of the Company, Mr. Randall is not
considered independent.
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.
For more information regarding the Company, its
management, expertise, and projects, please visit
www.arenaminerals.com. An email registration allowing subscribers
to directly receive news and updates is also available on the
website.
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.
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