ARSMF - Ares Strategic Mining Announces Closing of Non-Brokered Private Placement of Secured Convertible Debentures
(TheNewswire)
Vancouver, BC - TheNewswire - December 16,2022 - Ares Strategic Mining Inc.(“ Ares ” or the “ Company ”) (CSE:ARS) (OTC:ARSMF) (FRA:N8I1) is pleased to announcethat, further to its news release dated November 22, 2022, it hasclosed the second tranche of a non-brokeredprivate placement offering (the “ Offering ”) ofsecured convertible debentures (each, a “ Debenture ”) of theCompany for aggregate proceeds of $45,980.00 (the “ Credit Advanced ”).The proceeds will be used by the Company to advance its expansionplans and develop its projects.
The principal sum of the Debentures totals $83,600 (the“ Principal Sum ”), and will bear interest at 12% per annum, from the dateof issuance (the “ ClosingDate ”), payable semi-annually. The Debentureswill mature on the date that is two years from the Closing Date (the“ Maturity Date ”). Asadditional consideration, the Company agreed to pay the subscribers afinancing fee in an amount equal to 45% of the Principal Sum (the“ Financing Fee ”). The Financing Fee was deducted from the PrincipalSum, and the gross amount received by the Company totals $45,980(being 55% of the Principal Sum). The holders shall have the rightto convert all or any portion of the Credit Advanced, and any accruedbut unpaid interest thereon, into common shares of the Company (each,a “ ConversionShare ”) at a price of $0.26 per Conversion Share at any time and from time to time until theMaturity Date. As security for the repayment of the Principal Sumand interest under the Debentures, the Company granted to the holdersof the Debentures a security interest in certain of the Company’spresent and after-acquired personal property.
The aggregate proceeds from the sale of the Debenturesare anticipated to be used to finance potential acquisitions of assetsor businesses in the mineral resource sector, and for general workingcapital purposes.
In connection with the Offering, and in accordance withthe policies of the Canadian Securities Exchange (“ CSE ”), the Companypaid a registrant a finder’s fee comprised of a cash fee equal to 8%of the portion of the Credit Advanced received from subscribersintroduced by the finder ($3,678), and such number of non-transferableshare purchase warrants (the “ Finder’s Warrants ”) which equals 8% of thenumber of conversion shares issuable to the holders of the Debentures,being 14,147 Finder’s Warrants. EachFinder’s Warrant entitles the holder thereof to purchase one commonshare in the capital of the Company (each, a “ Finder’s Warrant Share ”) at a priceof $0.26 per Finder’s Warrant Share for a term of two (2) years fromthe date of issuance of the Finder’s Warrants.
The Debentures, Finder’s Warrants, and any securitiesissued upon the conversion or exercise thereof, as applicable, aresubject to a hold period of four months and one day from the ClosingDate .
None of the securities sold in connection with theOffering will be registered under the United States Securities Act of1933, as amended, and no such securities may be offered or sold in theUnited States absent registration or an applicable exemption from theregistration requirements. This news release shall not constitute anoffer to sell or the solicitation of an offer to buy nor shall therebe any sale of the securities in any jurisdiction in which such offer,solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD OF DIRECTORSOF
ARES STRATEGIC MINING INC.
Per-
James Walker, CEO
For further information, please contact:
James Walker, CEO
Ares Strategic Mining Inc.
T: 604.345.1576
E: jwalker@aresmining.com
Cautionary NoteRegarding Forward-Looking Statements
Certain information in this newsrelease may contain forward-looking statements that involvesubstantial known and unknown risks and uncertainties. Forward-lookingstatements are often identified by terms such as “will”,“may”, “should”, “anticipate”, “expects” and similarexpressions. All statements other than statements of historical factincluded in this news release are forward-looking statements thatinvolve risks and uncertainties. There can be no assurance that suchstatements will prove to be accurate and actual results and futureevents could differ materially from those anticipated in suchstatements. Forward-looking statements in this news release include,but are not limited to, management’s expectations regarding the useof proceeds from the proposed Offering, receipt of approval of theCSE, and the anticipated closing date of the Arrangement. Importantfactors that could cause actual results to differ materially from theCompany’s expectations include the proceeds of the Offering may notbe used as stated in this news release, the Company may not close theArrangement on the date proposed or at all and other risks detailedfrom time to time in the filings made by the Company with thesecurities regulatory authorities. The reader is cautioned thatassumptions used in the preparation of any forward-looking informationmay prove to be incorrect. Events or circumstances may cause actualresults to differ materially from those predicted, as a result ofnumerous known and unknown risks, uncertainties, and other factors,many of which are beyond the control of the Company. The reader iscautioned not to place undue reliance on any forward-lookinginformation. Such information, although considered reasonable bymanagement at the time of preparation, may prove to be incorrect andactual results may differ materially from those anticipated.Forward-looking statements contained in this news release areexpressly qualified by this cautionary statement. The forward-lookingstatements contained in this news release are made as of the date ofthis news release and the Company disclaims any intention orobligation to update or revise such information, except as required byapplicable law.
Neither the CSE nor its RegulationServices Provider (as that term is defined in the policies of the CSEaccepts responsibility for the adequacy or accuracy of thisrelease) .
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