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Ares Strategic Mining Announces Proposed Non-Brokered Private Placement Offering to raise up to $4,000,000.

Vancouver, B.C. May 10th, 2024 — Ares Strategic Mining Inc. (CNSX: ARS) (“Ares” or the “Company”) is pleased to announce a non-brokered private placement offering consisting of a minimum of 5,555,555 units of the Company (each, a “Unit”) and a maximum of 22,222,222 Units at a price of $0.18 per Unit for gross proceeds of a minimum of $1,000,000 and a maximum of $4,000,000 (the “LIFE Offering”).  Each Unit shall consist of one common share in the capital of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share in the capital of the Company (each, a “Warrant Share”) at a price of $0.26 per Common Share for a period of two (2) years following the closing date of the LIFE Offering, provided, however, that if the 10-day volume-weighted average trading price of the Common Shares as quoted on the Canadian Securities Exchange (the “CSE”) (or such other securities exchange on which the Common Shares may be traded at such time) is equal to or greater than $0.40 at the close of any trading day, then the Company may, at its option, accelerate the expiry date of the Warrants by issuing a press release (a “Warrant Acceleration Press Release”) announcing that the expiry date of the Warrants shall be deemed to be on the 30th day following the date of the Warrant Acceleration Press Release (the “Accelerated Expiry Date”).  All Warrants that remain unexercised following the Accelerated Expiry Date shall immediately expire and all rights of holders of such Warrants shall be terminated without any compensation to such holder.

 

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering is being made to purchasers resident in each of the Provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Exemption"). The securities offered under the Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the "Offering Document") related to the LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.aresmining.com. Prospective investors should read this Offering Document before making an investment decision.

 

Upon closing of the LIFE Offering, the Company may pay finders finder's fees under the LIFE Offering as permitted by CSE policy and applicable securities laws.

 

As disclosed in the Offering Document, the Company intends to use the net proceeds from the LIFE Offering to pay for the ongoing construction and installation of a ramp to intersect fluorspar mineralization at depth at the Company’s Lost Sheep fluorspar property and for general and corporate working capital purposes.

 

The LIFE Offering is anticipated to close on or about June 14, 2024 (the "Closing Date") and completion of the LIFE Offering is subject to certain conditions including, but not limited to, a minimum of $1,000,000 in gross proceeds being raised by the Company under the LIFE Offering, and the receipt of all necessary regulatory and other approvals.

 

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements.  This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

James Walker, CEO of Ares, said, “The Company is making tremendous progress towards commissioning our operation, and launching the only fluorspar mine in the United States. We have received great State and U.S. Federal support, which has covered all our plant, equipment, construction, and infrastructure costs. Alongside these developments, the Company has expedited the installation of new mine works to ensure feed for our new plant. The Company is seeking to close a private placement to continue the ramp installation currently under construction and intersect the fluorspar mineralization on our permitted site for processing and generating our first revenue. It’s great to see progress in all areas of the Company and watching it get continuously closer to its goals.

 

ON BEHALF OF THE BOARD OF DIRECTORS OF

ARES STRATEGIC MINING INC.


James Walker

Chief Executive Officer and President


For further information, please contact James Walker by email at jwalker@aresmining.com

 

DISCLOSURE AND FORWARD-LOOKING STATEMENTS:

Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events.


In particular, this news release contains forward-looking information relating to, among other things, the LIFE Offering, including the total anticipated proceeds, the expected use of proceeds and the closing (including the proposed closing date) of the LIFE Offering. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information, including the assumption that the Company will close the LIFE Offering on the timeline anticipated, will raise the anticipated amount of gross proceeds from the LIFE Offering and will use the proceeds of the LIFE Offering as anticipated. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on reasonable assumptions of the Company’s management, there can be no assurance that any conclusions or forecasts will prove to be accurate.


Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: the risk that the LIFE Offering does not close on the timeline expected, or at all; the risk that the Company raises less than the anticipated amount of gross proceeds from the LIFE Offering; the risk that the Company does not use the proceeds from the LIFE Offering as currently expected; risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined and the risk that exploration and development activities will cost more than the amount budgeted for such activities by the Company; risks relating to changes in mineral prices and the worldwide demand for and supply of minerals; risks related to increased competition and current global financial conditions; access and supply risks; risks associated with the Company’s reliance on key personnel; operational risks; regulatory risks, including risks relating to the acquisition of the necessary licenses and permits; financing, capitalization and liquidity risks; title and environmental risks; and risks relating to the failure to receive all requisite regulatory approvals. The forward-looking information contained in this news release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.


NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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