March 2, 2023
Toronto, Canada: 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:
- a) at least 662⁄3% 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;
- b) at least 662⁄3% 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
- c) 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.