Ares Strategic Mining Closes Second Tranche of LIFE Offering
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Ares Strategic Mining Closes
Second Tranche of LIFE Offering
Vancouver, B.C. October 21, 2025 — Ares Strategic Mining Inc. (CNSX: ARS) (“Ares” or the “Company”)
is pleased to announce that it has closed the second and final tranche of its previously announced offering
of units (each, a “ Unit”) by issuing 12,221,889 Units at a price of $0.45 per Unit, for aggregate gross
proceeds of $5,499,850 (the “Second Tranche”).
On October 10, 2025, the Company announced a non -brokered private placement offering of Units at a
price of $0. 45 per Unit pursuant to the listed issuer financing exemption under Part 5A of National
Instrument 45-106 – Prospectus Exemptions (the “LIFE Offering”). On October 17, 2025, in connection
with the LIFE Offering, the Company filed an amended and restated offering document (the “ Amended
Offering Document”) to amend the terms of the LIFE Offering and offer up to 12,222,220 Units at $0.45
per Unit for gross proce eds of up to $ 5,499,999 (the “Amended LIFE Offering”). To date, the Company
has raised an aggregate amount of $10,499,850.45 under the LIFE Offering and Amended LIFE Offering.
Each Unit shall consist of one (1) common share in the capital of the Company (each, a “Common Share”)
and one -half (1/2) of one non -transferable Common Share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant will be exercisable into one (1) Common Share (each, a “ Warrant Share”) at a
price of $0.55 per Warrant Share for a period of two (2) years following the date of issuance.
In connection with the closing of the Second Tranche, an aggregate of $267,965.98 was paid in cash and
a total of 595,480 finder’s warrants (each, a “ Finder’s Warrant”) were issued as finder’s fees to arm’s
length parties. Each Finder’s Warrant entitles the holder thereof to acquire one (1) common share in the
capital of the Company (a “Finder’s Warrant Share”) at a price of $0.55 per Finder’s Warrant Share for a
period of two (2) years following the closing date of the Second Tranche. The Finder’s Warrants are subject
to a 4-month hold period from the date of issuance.
The Company also wishes to correct its news release dated October 17, 2025 which announced the closing
of the first tranche (the “First Tranche”) of the LIFE Offering (the “Initial News Release”). The Initial News
Release incorrectly states that each Finder’s Warrant issued in connection with the First Tranche (each, a
“First Tranche Finder’s Warrant ”) is exercisable into one Finder’s Warrant Share at $0.45 per Finder’s
Warrant Share. The correct exercise price of each First Tranche Finder’s Warrant is $0.55 per Finder’s
Warrant Share.
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Concurrently with closing the Second Tranche, the Company entered into certain hedging arrang ements
with Sorbie Bornholm LP (“Sorbie”) governed by an ISDA Master Agreement dated August 23, 2024 and a
sharing agreement dated October 20, 2025 (the “ Sharing Agreement ”). Pursuant to the terms of the
Sharing Agreement, the gross proceeds payable by Sorbie for Units pursuant to the Amended LIFE Offering
(being $1 million) (the “ Posted Support”) were used to acquire UK government bonds as credit support
to secure the Company’s maximum potential exposure under the Sharing Agreement, with Sorbie
retaining c ontrol and direction of such proceeds (including both the economic benefit and the risk
resulting from fluctuations in the bond pricing and foreign exchange) until they are released back to the
Company in accordance with the terms of the Sharing Agreement.
The hedging transactions governed by the Sharing Agreement will be determined and payable in 24
monthly settlement tranches based on the volume weighted average price of the Common Shares for the
20 trading days prior to each monthly settlement date measured against a benchmark price of $0.63 (the
“Benchmark Price”). On each such settlement date, Sorbie will release a portion of the Posted Support
determined in reference to such volume weighted average ($41,667 per month). If the measured
Common Share price is equal to the Benchmark Price for each of the 24 monthly settlement tranches, the
Company will receive cash payments totaling $1 million. If the measured Common Share price exceeds
the Benchmark Price, the Company will receive more than 100% of the settlement payable that month on
a pro rata basis. Similarly, if the measured Common Share price is below the Benchmark Price, the Issuer
will receive less than 100% of the settlement payable that month on a pro rata basis, with the result that
if the measure d Common Share price is below the Benchmark Price for a period of time, the Issuer will
receive less than $1 million. To date, Ares has received approximately 12% extra cash under the two
previous and ongoing Sharing Agreements with Sorbie, without issuing any additional shares.
None of the securities issued in connection with the Amended LIFE Offering will be registered under the
United States Securities Act of 1933, as amended (the “ 1933 Act”), and none of them may be offered or
sold in the United States absent registration or an applicable exemption from the registration
requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an
offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale
would be unlawful.
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]
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 Amended
LIFE Offering, including the total anticipated proceeds, the expected use of proceeds and the closing (including the
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
proposed closing date) of the balance of the Amended LIFE Offering. Various assumptions or factors are typically
applied in drawing conclusions or making the forecasts or projections set out in forward -looking infor mation,
including the assumption that the Company will use the proceeds of the Amended 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
Company does not use the proceeds from the Amend ed 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 activit ies 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.