ARSMF - Ares Completes Processing Facility Acquisition
(TheNewswire)
Vancouver, B.C. - TheNewswire – July 15 th , 2021 — AresStrategic Mining Inc. (“ Ares ” or the “ Company ”)(TSXV:ARS) (OTC:ARSMF) (FRA:N8I1) is pleased to announce that, furtherto its news releases dated February 26, 2021, the Company has closedits acquisition of a fluorspar lump manufacturing facility (the“ Facility ”) pursuant to the terms and conditions of a Profit SharingAgreement dated February 9, 2021, as amended (the “ Profit Sharing Agreement ”) between the Company and The Mujim Group, a non-arm’slength private Shanghai company (“ Mujim ”).
Pursuant to the terms of the Profit-Sharing Agreement,the Company agreed to acquire the Facility for an aggregate purchaseprice of US$2,000,000 (the “ Purchase Price ”). The Purchase Price ispayable by the Company in cash or, alternatively and at a premium, byissuing an aggregate of 5,300,000 common shares in the capital of theCompany (each, a “ Share ”) at a deemed price of US$0.45(approximately CAD$0.56), in accordance with the followingschedule:
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(i) US$1,500,000 worth of Sharesfollowing execution of the Profit-Sharing Agreement, of which$1,000,000 is due prior to the Facility being shipped to theCompany,
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(ii) US$200,000 worth of Sharesprior to Facility installation, and
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(iii) US$300,000 worth of Sharesfollowing the installation and commissioning is completed andoptimized to meet production requirements.
In addition, the Company has agreed to pay MujimUS$20/ton to cover the ongoing technical updates and guidance servicesrelating to the Facility as well as US$10/ton upon the Companybeginning lump production operations and the achievement of agreedupon production targets.
A director of the Company is also the ExecutiveDirector of Mujim. Accordingly, the Profit-Sharing Agreementconstitutes a “related party transaction” within the meaning ofMultilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”). TheProfit-Sharing Agreement and Share issuances thereunder are exemptfrom the valuation requirements of MI 61-101 by the virtue of theexemption contained in section 5.5(b) as the Shares are not listed ona specified market and from the minority shareholder approvalrequirements of MI 61-101 by virtue of the exemption contained inSection 5.7(1)(a) as the value of the Shares issuable under theProfit-Sharing Agreement do not exceed 25% of the Company’s marketcapitalization.
ON BEHALF OF THE BOARD OF DIRECTORS OF
ARES STRATEGIC MINING INC.
James Walker
Chief Executive Officer and President
For further information, please contact Mark Bolin byphone at 604-345-1576 or by email at jwalker@aresmining.com
Neither the TSX Venture Exchange norits Regulation Service Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release. No stock exchange, securitiescommission or other regulatory authority has approved or disapprovedthe information contained herein.
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