Arena Minerals Announces $2.8M Financing Led by Leading Lithium Producer Ganfeng Lithium Co. and Divests Gold Asset to Astra Exploration Ltd. - Seite 2

Under its subscription agreement with Arena, and provided it holds at least 7.5% of Arena's common shares, Ganfeng has been granted the right (i) to participate in future Arena financings to maintain its percentage ownership interest in Arena; (ii) to acquire up to 35% interest in any asset acquisition completed by Arena; and iii) a Right of First Offer on off-take agreements on a per project basis. Ganfeng has also been granted the right to appoint a nominee to the Arena board of directors as long as it holds at least 10% of Arena's common shares.   

This summary is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed by Arena on SEDAR (www.sedar.com). The Offering is subject to the approval of the TSX Venture Exchange.

Pampa Paciencia Sale to Astra Exploration Inc.

The Company also announces the sale of its Pampa Paciencia epithermal gold property, located in the Atacama region of northern Chile, to Astra Exploration Ltd (“Astra”), a private mineral exploration company.

Pursuant to the Agreement, Arena’s wholly owned subsidiary, Arena Minerals Chile SpA, will transfer to a newly incorporated Chilean subsidiary of Arena (“AM Newco”) all of the shares it owns in Sociedad Contractual Minera Paciencia (the “JV Company”), representing 80% of the outstanding shares of the JV Company. The JV Company holds 100% of the Paciencia Property, one of the two Chilean properties in which Arena holds an interest. Astra will then purchase all of the shares of AM Newco in consideration for the issuance to Arena of shares representing 40% of Astra’s issued and outstanding shares after Astra completes a proposed financing to raise a minimum of $600,000, which financing is to close prior to the sale to Astra of AM Newco.

Under the Agreement, until the earlier of an Astra Going Public Transaction (which includes the listing of Arena’s shares on the TSX Venture Exchange or other recognized Canadian or U.S. stock exchange) and a change of control of Arena, Arena has the right to participate in future financings of Astra to maintain its percentage shareholding in Astra while it holds 5% to 25% of Astra’s outstanding shares, and has the right to nominate a director to the Astra board as long as it maintains at least a 5% shareholding in Astra. Prior to the earlier of completion by Astra of a Going Public Transaction and 12 months from closing, Arena may not sell its Astra shares without Astra’s consent, and provided it holds at least 5% of Astra’s shares, following completion of an Astra Going Public Transaction, Arena must provide Astra with an opportunity to identify purchasers for any Astra shares that it proposes to sell before it may sell them to third parties. Arena has also agreed to vote all Astra shares it holds in favour of Astra management’s proposals at any meeting of the shareholders of Astra held within 24 months of closing.