Arena Minerals Inc. ("Arena" or the "Company") (TSX-V: AN |
OTCQX: AMRZF) is pleased to announce that an interim order
from the Ontario Superior Court of Justice (Commercial List) (the
"
Interim Order") has been obtained by Arena and
Lithium Americas Corp. ("
LAC") in connection with
the proposed acquisition of all of the issued and outstanding
common shares of Arena (the "
Arena Shares") by
LAC by way of plan of arrangement (the
"
Arrangement") announced by the parties on
December 20, 2022. For further information on the Arrangement and
the definitive arrangement agreement (the "
Arrangement
Agreement"), please refer to the joint news release of the
parties from December 20, 2022.
The Interim Order, among other things,
authorizes Arena to call and hold a special meeting (the
"Meeting") of the holders of: (i) the Arena Shares
(the "Shareholders"); (ii) stock options (the
"Optionholders"); and (iii) warrants (the
"Warrantholders", together with the Shareholders
and the Optionholders, the "Securityholders") to
approve the Arrangement under the Business Corporations Act
(Ontario). In accordance with the Interim Order, the Meeting will
be held on April 6, 2023 at the offices of Arena, 1410-120
Adelaide, Street West, Toronto, Ontario M5H 1T1, at 10:00 a.m.
(Toronto time).
The record date for determining the Shareholders
entitled to receive notice and to vote at the Meeting has been
fixed to be the close of business on March 6, 2023 as will be more
particularly described in the management information circular of
Arena (the "Circular"), which will be mailed to
Securityholders. All Securityholders entitled to vote are
encouraged to vote in person or by proxy at the Meeting.
To be effective, the Arrangement must be
approved by a special resolution (the "Arrangement
Resolution") passed at the Meeting by:
- at least 66⅔% of the votes cast on
the Arrangement Resolution by Shareholders present in person or
represented by proxy at the Meeting, voting together as a single
class with each Arena Share entitling the Shareholder to one
vote;
- at least 66⅔% of the votes cast on
the Arrangement Resolution by Securityholders present in person or
represented by proxy at the Meeting, voting together as a single
class with each Arena Share entitling the Shareholder to one vote,
each whole option entitling the Optionholder to one vote and each
whole warrant entitling the Warrantholder to one vote; and
- a simple majority of the votes cast
on the Arrangement Resolution by Shareholders present in person or
represented by proxy at the Meeting (excluding Arena Shares held by
certain "related parties" and "interested parties" (as such terms
are defined in Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101")) in accordance with the requirements of MI
61-101).
In connection with the Meeting, Arena will mail
the Circular, together with letter of transmittals and related
proxy materials (collectively, the "Meeting
Materials") to Securityholders in March in accordance with
applicable securities laws. The Meeting Materials will also be
available on SEDAR under Arena's profile on www.sedar.com.
Amendment to Arrangement
Agreement
As contemplated in the Arrangement Agreement,
Arena and LAC on February 27, 2023 entered into an amendment to the
Arrangement Agreement to amend certain items of the Arrangement
predominantly to accommodate certain tax planning matters for
LAC.
ABOUT ARENA MINERALS
Arena owns 65% of the Sal de la Puna Project
covering approximately 14,000 hectares of the Pastos Grandes basin
located in Salta, Argentina. The claims are highly prospective and
share the basin with two advanced lithium brine projects. In
addition to Sal de la Puna, the Company 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 within the Antofagasta region of Chile, and 5.8 million
shares of Astra Exploration. 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.
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. Mr. Randall
is a director and is the Chief Executive Officer and President of
Arena.
For more information, contact William Randall,
President and CEO, at +1-416-818-8711.
On behalf of the Board of Directors
of: Arena Minerals Inc.
William Randall, President and CEO
Cautionary Statement on Forward-Looking
Information
This news release contains forward-looking
statements within the meaning of applicable securities laws. More
particularly and without limitation, this news release contains
forward-looking statements regarding the proposed Arrangement and
the timing of the Meeting. All statements, other than statements of
historical facts, that address activities that Arena assumes,
anticipates, plans, expects, believes, projects, aims, estimates or
anticipates (and other similar expressions) will, should or may
occur in the future are forward-looking statements. All of the
forward-looking statements in this news release are qualified by
the assumptions that are stated or inherent in such forward-looking
statements. Although Arena believes these assumptions are
reasonable, they are not exhaustive of the factors that may affect
any of the forward-looking statements and the reader should not
place undue reliance on these assumptions and such forward-looking
statements. No assurance can be given that these factors,
expectations and assumptions will prove to be correct. Completion
of the Arrangement is subject to the satisfaction or waiver of
number of conditions which are typical for transactions of this
nature, including, without limitation, receipt of the applicable
regulatory or stock exchange approvals; and the failure to obtain
approval of the Securityholders, the non-satisfaction or waiver of
which may result in the termination of the Arrangement
Agreement.
The forward-looking statements provided in this
news release are based on management's current belief, based on
currently available information, as to the outcome and timing of
future events. Arena cautions that its intention to proceed with
the Arrangement and other forward-looking statements relating to
Arena are subject to all of the risks and uncertainties normally
incident to such endeavors. These risks relating to Arena include,
but are not limited to, that the Arrangement is not completed on
the announced terms or at all. Furthermore, the forward-looking
statements contained herein are made as at the date hereof and
Arena does not undertake any obligation to update publicly or to
revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable securities laws. Readers are
cautioned that the foregoing list of factors is not exhaustive.
Additional information on these and other factors that could affect
the completion of the Arrangement as well as Arena's operations and
financial results are included in reports on file with Canadian
securities regulatory authorities and may be accessed through the
SEDAR website (www.sedar.com) or the Company's website
(www.arenaminerals.com).
Neither the 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.
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