Ares Strategic Mining Announces Proposed Private Placement Offering under the Listed Issuer Financing Exemption
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Ares Strategic Mining Announces Proposed Private Placement
Offering under the Listed Issuer Financing Exemption
Vancouver, B.C. August 22nd, 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 2,777,778
units of the Company (each, a “Unit”) and a maximum of 11,666,667 Units at a price of $0.18 per Unit for
gross proceeds of a minimum of $500,000 and a maximum of $2,100,000 (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 that
if the ten-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, acce lerate the expiry date of the Warrants by giving notice to the holders thereof by
issuing a press release announcing that the expiry date shall be deemed to be on the 30 th day following
the date of such 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 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.
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Upon closing of the LIFE Offering, the Company may pay finders 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 secondary ventilation system to meet
MSHA requirements so that fluorspar can be mined and removed safely through the new ramp installation
at the Company’s Lost Sheep fluorspar property and for general and corporate working capital purposes.
The LIFE Offering, as facilitated by Capiche, can be accessed HERE and, is anticipated to close on or
before October 6, 2024 (the " Closing Date ") and completion of the LIFE Offering is subject to certain
conditions including, but not limited to, a minimum of $500,000 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, “Following many requests from investors who were unable to participate
in the last financing due to brokerage and online account issues we have opened up a round to provide
them – and any other investors wishing to participate – with the opportunity to inv est using the new
simplified and automated system via Capiche. The new subscription process should allow for much easier
participation in our financing, under the same terms as the previous raise. We are grateful for all th e
support and enthusiasm around our project as we get closer to production, and wish for all those interested
to have the opportunity to be part of our near to production operation and help return the fluorspar
industry to the United States.”
ON BEHALF OF THE BOARD OF DIRECTORS OF
ARES STRATEGIC MINING INC.
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 [email protected]
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
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 a ssumptions 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 LI FE 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 a nticipated, 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 s tatements 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 forwar d-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 t hat 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 a nd 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; financin g, 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 h erein, 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.