ARSMF - Ares Strategic Mining Announces Proposed Non-Brokered Private Placement Offering to raise up to $4000000
(TheNewswire)
Vancouver, B.C. – TheNewswire- May 10 th , 2024 — AresStrategic Mining Inc. (C SE :ARS) (“ Ares ” or the “ Company ”) ispleased to announce a non-brokered private placement offeringconsisting of a minimum of 5,555,555 units of the Company (each, a“ Unit ”) and a maximum of 22,222,222 Units at a price of $0.18per Unit for gross proceeds of a minimum of $1,000,000 and a maximumof $4,000,000 (the “ LIFEOffering ”). Each Unit shall consist of onecommon share in the capital of the Company (each, a “ Common Share ”) andone common share purchase warrant (each, a “ Warrant ”). EachWarrant will entitle the holder to acquire one additional Common Sharein the capital of the Company (each, a “ Warrant Share ”) ata price of $0.26 per Common Share for a period of two (2) yearsfollowing the closing date of the LIFE Offering, provided, however,that if the 10-day volume-weighted average trading price of the CommonShares as quoted on the Canadian Securities Exchange (the“ CSE ”) (or such other securities exchange on which the CommonShares may be traded at such time) is equal to or greater than $0.40at the close of any trading day, then the Company may, at its option,accelerate the expiry date of the Warrants by issuing a press release(a “ Warrant AccelerationPress Release ”) announcing that the expirydate of the Warrants shall be deemed to be on the 30 th day followingthe date of the Warrant Acceleration Press Release (the“ Accelerated ExpiryDate ”). All Warrants that remain unexercisedfollowing the Accelerated Expiry Date shall immediately expire and allrights of holders of such Warrants shall be terminated without anycompensation to such holder.
Subject to compliance with applicable regulatoryrequirements and in accordance with National Instrument 45-106- ProspectusExemptions (" NI 45-106 "), theLIFE Offering is being made to purchasers resident in each of theProvinces of Canada , except Quebec , pursuantto the listed issuer financing exemption under Part 5A of NI 45-106(the " Exemption "). The securities offered underthe Exemption will not be subject to a hold period in accordance withapplicable Canadian securities laws. There is an offering document(the " OfferingDocument ") related to the LIFE Offeringthat can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.aresmining.com . Prospective investors should read this Offering Documentbefore making an investment decision.
Upon closing of the LIFE Offering, the Company may payfinders finder's fees under the LIFE Offering as permitted by CSEpolicy and applicable securities laws.
As disclosed in the Offering Document, the Companyintends to use the net proceeds from the LIFE Offering to pay for theongoing construction and installation of a ramp to intersect fluorsparmineralization at depth at the Company’s Lost Sheep fluorsparproperty and for general and corporate working capitalpurposes.
The LIFE Offering is anticipated to close on orabout June 14 ,2024 (the " Closing Date ")and completion of the LIFE Offering is subject to certain conditionsincluding, but not limited to, a minimum of $1,000,000 in grossproceeds being raised by the Company under the LIFE Offering, and thereceipt of all necessary regulatory and other approvals.
The securities described herein have not been and willnot be registered under the United States Securities Act of 1933 , as amended, or any U.S. state securities laws, and may notbe offered or sold in the United States absent registration oravailable exemptions from such registration requirements. This newsrelease does not constitute an offer to sell or a solicitation of anoffer to buy any securities in the United States, or in anyjurisdiction in which such offer, solicitation or sale would beunlawful.
James Walker, CEO of Ares, said, “ The Company is making tremendous progresstowards commissioning our operation, and launching the only fluorsparmine in the United States. We have received great State and U.S.Federal support, which has covered all our plant, equipment,construction, and infrastructure costs. Alongside these developments,the Company has expedited the installation of new mine works to ensurefeed for our new plant. The Company is seeking to close a privateplacement to continue the ramp installation currently underconstruction and intersect the fluorspar mineralization on ourpermitted site for processing and generating our first revenue. It’sgreat to see progress in all areas of the Company and watching it getcontinuously closer to its goals. ”
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 byemail at jwalker@aresmining.com
DISCLOSURE AND FORWARD-LOOKINGSTATEMENTS:
Certain statements contained in thisnews release constitute forward-looking information. These statementsrelate to future events or future performance. The use of any of thewords “could”, “intend”, “expect”, “believe”,“will”, “projected”, “estimated” and similar expressionsand statements relating to matters that are not historical facts areintended to identify forward-looking information and are based on theCompany’s current belief or assumptions as to the outcome and timingof such future events.
In particular, this news releasecontains forward-looking information relating to, among other things,the LIFE Offering, including the total anticipated proceeds, theexpected use of proceeds and the closing (including the proposedclosing date) of the LIFE Offering. Various assumptions or factors aretypically applied in drawing conclusions or making the forecasts orprojections set out in forward-looking information, including theassumption that the Company will close the LIFE Offering on thetimeline anticipated, will raise the anticipated amount of grossproceeds from the LIFE Offering and will use the proceeds of the LIFEOffering as anticipated. Those assumptions and factors are based oninformation currently available to the Company. Although suchstatements are based on reasonable assumptions of the Company’smanagement, there can be no assurance that any conclusions orforecasts will prove to be accurate.
Forward-looking information involvesknown and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements to be materiallydifferent from any future results, performance or achievementsexpressed or implied by the forward-looking information. Such factorsinclude: the risk that the LIFE Offering does not close on thetimeline expected, or at all; the risk that the Company raises lessthan the anticipated amount of gross proceeds from the LIFE Offering;the risk that the Company does not use the proceeds from the LIFEOffering as currently expected; risks inherent in the exploration anddevelopment of mineral deposits, including risks relating to changesin project parameters as plans continue to be redefined and the riskthat exploration and development activities will cost more than theamount budgeted for such activities by the Company; risks relating tochanges in mineral prices and the worldwide demand for and supply ofminerals; risks related to increased competition and current global financialconditions; access and supply risks; risks associated with theCompany’s reliance on key personnel; operational risks; regulatoryrisks, including risks relating to the acquisition of the necessarylicenses and permits; financing, capitalization and liquidity risks;title and environmental risks; and risks relating to the failure toreceive all requisite regulatory approvals. The forward-lookinginformation contained in this news release is made as of the datehereof, and the Company is not obligated to update or revise anyforward-looking information, whether as a result of new information,future events or otherwise, except as required by applicablesecurities laws. Because of the risks, uncertainties and assumptionscontained herein, investors should not place undue reliance onforward-looking information. The foregoing statements expresslyqualify any forward-looking information contained herein.
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