ARSMF - Ares Strategic Mining Announces Closing of Non-Brokered Private Placement of Secured Convertible Debentures and Provides Update on Results of Shareholder's Meeting
(TheNewswire)
Vancouver, BC – TheNewswire- December 8, 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 first tranche of a non-brokeredprivate placement offering (the “ Offering ”) ofsecured convertible debentures (each, a “ Debenture ”) of theCompany for aggregate proceeds of $643,005.00 (the “ Credit Advanced ”).
The principal sum of the Debentures totals $1,169,100(the “ PrincipalSum ”), and will bear interest at 12% perannum, from the date of issuance (the “ Closing Date ”),payable semi-annually. The Debentures will mature on the date that istwo 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 $643,005(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 ($49,042.40), and such number ofnon-transferable share purchase warrants (the “ Finder’s Warrants ”) which equals 8% of the number of conversion sharesissuable to the holders of the Debentures, being 188,624 Finder’sWarrants. Each Finder’s Warrant entitles theholder thereof to purchase one common share in the capital of theCompany (each, a “ Finder’s Warrant Share ”) at aprice of $0.26 per Finder’s Warrant Share for a term of two (2)years from the 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.
Results of Annual General and SpecialMeeting
The Company is also pleased to announce that, further to its annualgeneral and special meeting of shareholders held on November 23, 2022(the “ Meeting ”), allresolutions were approved by the shareholders, including, among othermatters: (i) the election of James Walker, Paul Sarjeant, ChangxianLi, Bob Li and Raul Sanabria, as directors of the Company for theensuing year, (ii) the approval of a new equity incentive plan for theCompany, to replace its previous stock option plan, (iii) the approvalof an equity incentive plan for its wholly-owned subsidiary, EnyoStrategic Mining Inc. (“ Enyo ”), (iv) approval of the Company’s proposed statutoryplan of arrangement to transfer its Liard and Vanadium Ridgeproperties to Enyo by way of a share capital reorganization effectedthrough a statutory plan of arrangement (the " Arrangement "), and (v) approvalof the Company's proposed continuation from the Business Corporations Act (Ontario)to the Business CorporationsAct (British Columbia) (the “ Continuation ”).
In connection with the Arrangement, on December 1, 2022 the SuperiorCourt of Ontario granted a final order approving the Arrangement. Completion of the Arrangement is subject to the terms of theArrangement Agreement dated September 1, 2022 between the Company andEnyo. For more details regarding the Arrangement, the Continuation andthe other matters approved at the Meeting, see the Company’smanagement information circular dated October 27, 2022 and filed onthe Company’s SEDAR profile.
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 dateproposed or at all and other risks detailed from time to time in thefilings made by the Company with the securities regulatoryauthorities. The reader is cautioned that assumptions used in thepreparation of any forward-looking information may prove to beincorrect. Events or circumstances may cause actual results to differmaterially from those predicted, as a result of numerous known andunknown risks, uncertainties, and other factors, many of which arebeyond the control of the Company. The reader is cautioned not toplace undue reliance on any forward-looking information. Suchinformation, although considered reasonable by management at the timeof preparation, may prove to be incorrect and actual results maydiffer materially from those anticipated. Forward-looking statementscontained in this news release are expressly qualified by thiscautionary statement. The forward-looking statements contained in thisnews release are made as of the date of this news release and theCompany disclaims any intention or obligation to update or revise suchinformation, except as required by applicable 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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