ARSMF - Ares Announces Intent to Spin Out the Liard Property and the Vanadium Property
(TheNewswire)
Vancouver, B.C. – TheNewswire - September 27, 2022 — Ares Strategic MiningInc. (“ Ares ” or the “ Company ”) (CSE:ARS) (OTC:ARSMF) (FRA:N8I1)is pleased to announce its intention to spin out (the “ Spin-Out ”) itsLiard Property (as defined below) and its Vanadium Property (asdefined below) into a recently incorporated, wholly-owned subsidiarynamed Enyo Strategic Mining Inc. (“ Enyo ”).
The Vanadium Property denotes all of Ares’ right,title and interest in and to twenty (20) mineral claims totaling2,110.47 hectares located near Barriere, British Columbia (the“ VanadiumProperty ”). The Liard Property denotes allof Ares’ right, title, and interest in and to eighteen (18) mineralclaims totaling approximately 4,825 hectares located in the LiardMining Division, North-Central British Columbia (the “ Liard Property ”,and together with the Vanadium Property, the “ BC Properties ”).The Liard Property is expected to be Enyo’s material propertyfollowing the Spin-Out.
The Spin-Out, if completed as presently proposed, wouldbe affected, in part, by way of a statutory plan of arrangement underthe laws of the Province of Ontario. The proposed reorganizationwould involve, among other things, Ares transferring all its right,title and interest in and to the BC Properties and certain relatedassets to Enyo, and Enyo assuming certain liabilities relating to theBC Properties and the related assets, in exchange for common shares ofEnyo, in an amount to be agreed upon by the parties (the“ ConsiderationShares ”). In addition, on the effective dateof the Arrangement, Ares will undertake a capital restructuring of itssecurities and the Consideration Shares will be exchanged with itsshareholders on a prorata basis. It is not anticipated that Areswill retain any of the Consideration Shares. Upon completion of theSpin-Out, Enyo will become a “reporting issuer” in the samejurisdictions in Canada that Ares is a reporting issuer. As of thedate hereof, no agreements between Ares and Enyo have been enteredinto respecting the proposed Spin-Out, and the Spin-Out will remainsubject to the Company’s management and board of directors’ (the“ Board ”) continued consideration and evaluation. Ares will haveno obligation to proceed with the Spin-Out, and may elect, at its solediscretion, not to proceed with the Spin-Out for any reasonwhatsoever. Final terms of the Spin-Out and determination to proceedremain subject to, among other things, further tax and securitiesconsiderations, and Ares expects to provide a further update toshareholders in due course.
Assuming that Ares and Enyo enter into definitiveagreements to undertake the Spin-Out, it is expected that completionof the Spin-Out will be subject to a number of conditions which arecustomary for similar transactions including, but not limited to,shareholder approval and approval of the court of the Ontario SuperiorCourt of Justice, as well as other closing conditions and the finalapproval of the Board. There can be no assurance that the Spin-Outwill be completed as proposed, or at all.
If the Spin-Out is completed, Ares will own its mineralexploration assets located in the States of Utah and Kentucky (the“ US Properties ”) and Enyo will own the BC Properties. Each entity willcontinue as mineral exploration issuers.
The intention to undertake the Spin-Out was prompted byAres’s desire to raise exploration financing without dilutingAres’ outstanding shareholdings, while still rewarding Aresshareholders with a dividend, and to separate its BC properties fromthe US Properties, and to enable the capital markets to value the BCProperties separately from the US Properties, with a view toincreasing shareholder value for each entity. In addition,management of Ares believes that separating each of the BC Propertiesfrom the US Properties is expected to accelerate the development ofthe Liard Property as Enyo’s material property. It is the view ofboth management and the Board that the Spin-Out is the most effectiveway to unlock the value of each of the Liard Property and the VanadiumProperty.
In the event that Ares determines to proceed with theSpin-Out, further details will be provided in a disclosure document tobe prepared and filed in connection therewith. Investors are cautionedthat, except as disclosed in the disclosure document to be prepared inconnection with the Spin-Out, any information released or receivedwith respect to the foregoing matters may not be accurate or completeand should not be relied upon. Trading in the securities of Aresshould be considered highly speculative.
ON BEHALF OF THE BOARD OF DIRECTORSOF
ARES STRATEGIC MINING INC.
James Walker
Chief Executive Officer and President
For further information, please contact James Walker byphone at 604.345.1576 or by email at jwalker@aresmining.com.
The CSE (operatedby CNSX Markets Inc.) has neither approved nor disapproved of thecontents of this press release.
Forward LookingStatements
Certaininformation set forth in this news release may contain forward-lookingstatements that involve substantial known and unknown risks anduncertainties, including whether or not the Company will proceed withthe Spin-Out as currently proposed or at all, the expected terms andstructure of the Spin-Out and the parties’ ability to satisfyclosing conditions and receive necessary approvals, as well as theprospective nature of the mineral interests associated with theCompany’s mineral exploration properties, including the BCProperties. These statements should not be read as guarantees offuture performance or results. Such statements involve known andunknown risks, uncertainties and other factors that may cause actualresults, performance or achievements to be materially different fromthose implied by such statements. Although such statements are basedon management’s reasonable assumptions, there can be no assurancethat the Spin-Out will occur or that, if the Spin-Out does occur, itwill be completed on the terms described above. The Company does notassume any responsibility to update or revise forward-lookinginformation to reflect new events or circumstances unless required bylaw.
Copyright (c) 2022 TheNewswire - All rights reserved.