ARES STRATEGIC MINING ANNOUNCES PROPOSED NON-BROKERED PRIVATE PLACEMENT OFFERING TO RAISE UP TO $4,000,000

Mining
Friday, May 10th, 2024 3:45 pm EDT

Key Points

  • Ares Strategic Mining Inc. has arranged a non-brokered private placement offering of a minimum of 5,555,555 units and a maximum of 22,222,222 units at a price of 18 cents per unit, aiming to raise gross proceeds ranging from $1 million to $4 million. Each unit comprises one common share and one common share purchase warrant, with the warrants exercisable at 26 cents per share for two years after the closing date, potentially accelerated if the stock price reaches 40 cents.
  • The offering, conducted under the listed issuer financing exemption, targets purchasers resident in Canadian provinces (except Quebec) and involves no hold period for securities. Prospective investors are encouraged to review the Offering Document available on SEDAR and the company’s website before making investment decisions. Finder’s fees may be paid upon closing of the offering as per CSE policy and applicable securities laws.
  • The net proceeds from the offering will fund the ongoing construction and installation of a ramp to access fluorspar mineralization at depth at the Lost Sheep fluorspar property, along with general corporate purposes. The offering is expected to close around June 14, 2024, subject to minimum gross proceeds and regulatory approvals. The securities offered are not registered under U.S. securities laws and cannot be sold in the United States without registration or exemptions. CEO James Walker highlighted progress in commissioning operations and the installation of new mine works to generate revenue.

Ares Strategic Mining Inc. has arranged a non-brokered private placement offering consisting of a minimum of 5,555,555 units of the company and a maximum of 22,222,222 units at a price of 18 cents per unit for gross proceeds of a minimum of $1-million and a maximum of $4-million. Each unit shall consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share in the capital of the company at a price of 26 cents per common share for a period of two years following the closing date of the LIFE (listed issuer financing exemption) offering, provided, however, that if the 10-day volume-weighted average trading price of the common shares as quoted on the Canadian Securities Exchange (CSE) (or such other securities exchange on which the common shares may be traded at such time) is equal to or greater than 40 cents 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 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. 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. “

We seek Safe Harbor.