Arena Minerals Inc.

Arena Minerals Inc.

February 23, 2015 17:01 ET

Arena Minerals Enters Into Option Agreement With B2Gold Corp.

Conference Call to Be Held Tuesday, February 24, 2015 at 10:30 A.M. EST

TORONTO, ONTARIO--(Marketwired - Feb. 23, 2015) - Arena Minerals Inc. ("Arena" or the "Company") (TSX VENTURE:AN) is pleased announce that it has entered into a binding letter agreement with B2Gold Corp. (TSX:BTO) (NYSE:BTG) ("B2Gold"), pursuant to which Arena has granted B2Gold the option to acquire up to a 60% interest in the Pampa Paciencia and Cerro Barco properties (together, the "Property"), which comprise 27,341 hectares of the 149,235 hectare Atacama copper project, located in Antofagasta, Chile (the "Letter Agreement"). In order to exercise the option and acquire a 60% interest in the Property, B2Gold will be required to spend a minimum of US$20.5 million on the Property over a five year period, 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 over a three year period. In addition, B2Gold will make payments of US$2.5 million directly to Arena over a three year period as further set out below.

Will Randall, President & CEO of Arena, commented "we are pleased to be partnering with B2Gold on the Cerro Barco and Pampa Paciencia prospects. Not only does this agreement bring a very strong technical team with extensive experience in Chile, it will also meet all of Arena's work commitments for the entire Atacama copper project through to option completion. 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 80% of the Atacama copper project. This strategy will allow for larger work programs on more aggressive timelines, increasing the potential for value creation while minimizing the dilution to Arena shareholders."

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.

Arena will host a conference call chaired by Will Randall, the President and CEO in order to update shareholders on the Company's current corporate activities and the Letter Agreement with B2Gold. We invite all shareholders and interested parties to participate in the call. Details for attendance are as follows:

DATE: Tuesday, February 24, 2015
TIME: 10:30 a.m. EST
NUMBER: 416-340-2217 (Toronto and International)
866-696-5910 (North American Toll Free)
ACCESS CODE: 7847916 followed by #

A map showing the Cerro Barco and Pampa Paciencia claims in the context of the Atacama copper project can be accessed here.

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, its wholly-owned Chilean subsidiary and SQM. Following the reduction schedule set out in the Underlying Option Agreement, the Property shall be reduced to 10,000 hectares by July 27th, 2016.

Pursuant to the terms of the Letter Agreement, B2Gold will have the option to acquire a 50% undivided interest in the Property (the "First Option") over a three year period by: (i) making a non-refundable cash payment of US$50,000 to Arena upon entering into the Letter Agreement (paid on February 20, 2015); (ii) making additional payments in cash or in common shares of B2Gold, or any combination thereof to Arena in the aggregate amount of US$2,450,000 payable over three years; (iii) by making aggregate per hectare payments in cash or in common shares of B2Gold to SQM in the amount of US$630,000, payable over three years; and (iv) undertaking certain exploration and development work on the Property in the amount of US$5,500,000 over a period of three years.

Upon completion by B2Gold 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 B2Gold 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, B2Gold would hold a 62.5% interest in the special purpose vehicle, with Arena holding the remaining 37.5% interest.

In addition, Arena has granted B2Gold the option to acquire an additional 10% interest in the Property, equal to a 12.5% interest in the special purpose vehicle, by incurring additional exploration expenditures of US$15,000,000 on or prior to August 1, 2020 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 B2Gold would hold 75% of the special purpose vehicle and Arena would hold 25%.

B2Gold 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 the period up to and including July 26, 2016. However, at any time after July 26, 2016, B2Gold 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, B2Gold will have no further right, title or interest in the Property.

Completion of the transactions contemplated herein is subject to B2Gold's satisfactory due diligence review to be completed on or before March 15, 2015. In the event that B2Gold is not satisfied with its due diligence review, B2Gold will provide Arena with written notice prior to March 15, 2015, terminating the Letter Agreement. In addition, completion of the transaction remains subject to all applicable third party consents, regulatory approvals as applicable and the approval of the board of directors of both Arena and B2Gold.

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.

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On behalf of the Board of Directors of Arena Minerals Inc.

William Randall, President, and CEO

Cautionary Note Regarding Accuracy and Forward-Looking Information:

This news release may contain forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements, projections and estimates relating to the future development of any of the Company's properties, the ability of the Company to complete the transaction as proposed or at all, enter into and finalize any definitive and/or definitive documentation regarding the transaction with B2 Gold, the ability to enter into any additional joint venture partnership agreements as proposed, or at all, the ability of any potential partner to accelerate drill programs, increase the development of any of the projects or prospects of the Company, the results of the exploration program, future financial or operating performance of the Company, its subsidiaries and its projects, the development of and the anticipated timing with respect to the Atacama project, the Capricornio project, and the El Peñon project, and the Company's ability to obtain financing. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". The statements made herein are based on current expectations and assumptions that are subject to risks and uncertainties.

Actual results could differ materially because of factors discussed in the management discussion and analysis section of the Company's interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Estimates underlying the results set out in this news release arise from work conducted by the previous owners and the Company. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; other risks of the mining industry and the risks described in the annual information form of the Company. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking informationArena Minerals does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither 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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