Arena Minerals Inc. 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 Limited ("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.