Arena Minerals (AN-V) July 16, '15 is pleased announce that it has signed a binding definitive agreement with Japan Oil, Gas and Metals National Corporation ("JOGMEC"), pursuant to which Arena has granted JOGMEC the option to acquire up to a 60% interest in 10,000 hectares to be selected from 30,000 hectares of the Company's Atacama Copper Property, located in Antofagasta, Chile (the "Agreement"). The hectares optioned include the majority of the land lying between the Cerro Barco and La Paloma properties, consisting of three separate claim blocks, which have been designated Carmen Alto, Pampa Union and Cerro Guacate Sur (collectively the "Property"). In order to exercise the option and acquire a 60% interest in the Property, JOGMEC will be required to spend a minimum of US$16 million on the Property in two stages over a six year period as further set out below, and make payments of US$630,000 to Sociedad Quimica y Minera de Chile S.A. ("SQM"), the underlying property owner, on behalf of Arena during the option period. In addition, JOGMEC will make an initial payment of US$125,000 directly to Arena on or about July 17, 2015.
Arena will be the operator of the joint exploration program, supplying the majority of its infrastructure and workforce over the period. As operator Arena will earn a 10 percent fee on all exploration expenditures, with the exception of expenditures in excess of US$50,000 which would result in Arena earning a reduced fee of 5 percent fee. . Upon satisfaction of the option requirements, a Management Committee is to be formed between JOGMEC and Arena to determine the appropriate work programs.
Will Randall, President & CEO of Arena, commented, "We are pleased to be partnering with an internationally recognized resource agency like JOGMEC on the Carmen Alto, Pampa Union and Cerro Guacate Sur prospects. JOGMEC's global footprint, combined with its strong technical knowhow and financial capabilities, provides Arena with an ideal partner to move the Atacama project forward without diluting Arena shareholders. We are pleased to be operators of this joint venture, as it allows us to employ the technical knowledge that we have acquired over the last few years and the opportunity to leverage our existing infrastructure and cost base. The total land position to be joint ventured represents approximately 20% of the Atacama land position, giving Arena the flexibility to pursue further transactions on the remaining 60% of the Atacama copper project. This is the direct continuation of Arena's shift to a prospect generator model, as outlined earlier this year and implemented by signing our first agreement in February, 2015." (See Press Release dated February 23, 2015).
Arena continues to have discussions with several large global mining entities with respect to multiple potential joint venture transactions on various property interests held by Arena.
A map showing the Carmen Alto, Pampa Union and Cerro Guacate Sur claims in the context of the Atacama copper project can be accessed here: http://media3.marketwire.com/docs/AN716.jpg
Arena's interest in the Property is currently subject to an underlying option agreement (the "Underlying Option Agreement") to acquire up to an 80% interest in the Property, entered into among Arena Chile, its wholly-owned Chilean subsidiary and SQM. Following the reduction schedule set out in the Underlying Option Agreement, the JOGMEC Property shall be reduced to 10,000 hectares by July 27th, 2016.
Pursuant to the terms of the Agreement, JOGMEC will have the option to initially acquire a 53 and 1/3% undivided interest in the Property (the "First Option") over an approximately two year period by: (i) making a non-refundable cash payment of US$125,000 to Arena upon entering into the Letter Agreement (to be paidon July 17, 2015); (ii) by making aggregate per hectare payments in cash to SQM in the amount of US$630,000, payable over the Underlying Option Agreement term; and (iii) undertaking certain exploration and development work on the Property in the amount of US$4,000,000 over a period of approximately 2 years.
Upon completion by JOGMEC 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 JOGMEC shall establish a joint venture company which will hold an 80% interest in the Property through a special purpose vehicle to be formed in Chile. Upon satisfaction of the First Option, JOGMEC would hold a 66 and 2/3% interest in the special purpose vehicle, with Arena holding the remaining 33 and 1/3% interest. JOGMEC may exercise the right to have the ownership held in trust by Arena.
Upon satisfaction of the First Option, JOGMEC will have the option to acquire an additional 6 and 2/3% interest in the Property, equal to a 8 and 1/3% interest in the special purpose vehicle, by incurring additional exploration expenditures of US$12,000,000 on or prior to July 26, 2021 and funding all expenditures on the Property on behalf of Arena up to and including the completion of a prefeasibility study on the Property (the "Second Option"). Upon satisfaction of the obligations under the Second Option, it is anticipated that JOGMEC would hold 75% of the special purpose vehicle and Arena would hold 25%.
JOGMEC shall be required to pay the per hectare payments, the exploration and development commitments, annual claim fees and cash payments required on the Property, as set out above, for period up to and including July 26, 2016. However, at any time after July 27, 2016, JOGMEC 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, JOGMEC will have no further right, title or interest in the Property. For clarity, all property payments required to maintain the Property and satisfy the requirements of the Underlying Option Agreement up to the July 26, 2016 payment dates are included in the minimum commitment by JOGMEC set out above.
All due diligence, third party consents, regulatory approvals and the approval of the board of directors of both Arena and JOGMEC have been met.
In addition, Arena announces that it has granted 300,000 stock options to a consultant of the Company. The options are exercisable at $0.205 for a period of five years and shall vest in five quarterly installments over a 15 month period with the first installment vesting on the date of grant. The options remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange and shall be subject to a statutory hold period of four months and one day expiring on November 16, 2015. Separate from this option grant, certain officers, directors and consultants of Arena have agreed to surrender for cancellation an aggregate of 2,825,000 stock options. The stock option surrendered for cancellation consist of 350,000 stock options at the exercise price of $0.79 per share, 1,975,000 stock options at the exercise price of $0.80 per share and 500,000 stock options at the exercise price of $0.68 per share.
About Arena Minerals
Currently Arena Minerals has three properties under option covering approximately 165,000 hectares. All the properties are within the Antofagasta region of Chile, at low altitudes and within producing mining camps. The Company flagship asset is the Atacama Copper Property, consisting of 149,235 hectares of essentially undrilled ground in the heart of Chile's premier copper mining district. The Atacama Copper Property is adjacent to the Capricornio Property, forming part of a contiguous land package that can be worked in conjunction. In addition the Company also has the Pampas El Peñon project, comprising a totalof 8,650 hectares which is less than 1 km from Yamana's Agusta Victoria project and 10 km from the El Peñon mine. On May 11, 2014, the Company reduced its land position with respect to the Pampas El Peñon property to 2,400 hectares of worked claims and 6,250 hectares of greenfield claims. The Capricornio property, comprising 7,080 hectares, hosts a district scale gold silver epithermal system virtually unexplored at depth and open on strike. The Pampas El Peñon and Capricornio properties comprise Arena Minerals highly prospective gold properties within an active mining region.
About JOGMEC
Japan Oil, Gas and Metals National Corporation (JOGMEC) was established on February 29, 2004. JOGMEC integrates the functions of the former Japan National Oil Corporation, which was in charge of securing a stable supply of oil and natural gas, and the former Metal Mining Agency of Japan, which was in charge of ensuring a stable supply of nonferrous metal and mineral resources and implementing mine pollution control measures. JOGMEC has a mandate to conduct early stage metals exploration projects aiming to transfer its interests in the projects to Japanese mining and resources-related companies at a later stage, as long term partners to proceed further and develop the projects.
For more information about Arena Minerals, please visit www.arenaminerals.com.
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On behalf of the Board of Directors of Arena Minerals Inc.
William Randall, President, and CEO
Arena Minerals Inc.
William Randall
(416) 309-2697
www.arenaminerals.com |
