ARSMF - Ares Strategic Mining Files Amended and Restated Offering Document in Connection with Non-Brokered Private Placement Offering of Units
(TheNewswire)
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRESERVICES
Vancouver, B.C. - TheNewswire - June 18, 2024— Ares Strategic Mining Inc. (CNSX: ARS) (“ Ares ” or the “ Company ”) wishes to announce that,further to its news release dated May 10, 2024, it has filed anamended and restated offering document (the “ Amended Offering Document ”) inconnection with its previously announced non-brokered privateplacement offering of a minimum of 5,555,555 units and a maximum of22,222,222 units of the Company (each, a “ Unit ”) at a price of $0.18 perUnit for gross proceeds of a minimum of $1,000,000 (the “ Initial Minimum Offering ”) and amaximum of up to $4,000,000 pursuant to the listed issuer financingexemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “ LIFE Offering ”). In connectionwith the LIFE Offering, the Company filed an offering document datedMay 9, 2024 (the “ Initial OfferingDocument ”). On May 31, 2024, under the Initial OfferingDocument, the Company closed the first tranche of the LIFE Offeringand raised gross proceeds of $1,077,297.28. On June 7, 2024, theCompany closed the second tranche of the LIFE Offering under theInitial Offering Document and raised gross proceeds of $996,709.86,for total gross proceeds from both tranches of $2,074,007.14.
The Initial Offering Document is being amended to: (i) remove theInitial Minimum Offering, and (ii) offer up to 16,111,111 units at$0.18 per Unit for gross proceeds of up to $2,900,000 (the “ Amended LIFE Offering ”). Uponthe filing of the Amended Offering Document, the Amended LIFE Offeringwill be extended to the date that is 45 days from the date of thisnews release. The Amended LIFE Offering is being made available topurchasers resident in each of the Provinces of Canada, includingQuebec, and the Company will be filing the Amended Offering Documentin English and French. The Amended Offering Document 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 readthis Amended Offering Document before making an investmentdecision.
The Company is also pleased to announce that it has executed a termsheet (the “ Term Sheet ”) with an institutionalinvestor pursuant to which the investor intends to subscribe for up to8,333,333 Units for gross proceeds of $1,500,000 (the “ Institutional Investment ”). TheCompany paid the investor a deposit of $45,000, which is refundable,less the investors legal fees, upon the closing of the InstitutionalInvestment under the Amended LIFE Offering. Pursuant to the TermSheet, the Units will be issued to the investor under the terms of asubscription agreement to be entered into between the Company and theinvestor. The parties will also enter into a sharing agreement andvarious other support agreements. The gross proceeds from theInstitutional Investment and Units to be issued to the investor are tobe delivered into escrow with a third party escrow agent, with theproceeds released to the Company in monthly installments over a periodof 24 months. Final details regarding the subscription by theinvestor will be included in a closing news release.
Upon closing of any tranches of the Amended LIFEOffering, the Company may pay finders finder's fees under the AmendedLIFE Offering as permitted by the policies of the Canadian SecuritiesExchange and applicable securities laws.
For additional details relating to the Amended LIFEOffering and the closing of the first and second tranches of the LIFEOffering, please refer to the Company’s news releases dated May 10,2024, May 31, 2024 and June 7, 2024, which can be accessed under theCompany’s profile on SEDAR+. Completion of any tranches under theAmended LIFE Offering remain subject to certain conditions including,but not limited to, the receipt of all necessary regulatory and otherapprovals.
As disclosed in the Amended Offering Document and priornews releases, the Company intends to use the net proceeds from theAmended LIFE Offering to pay for the ongoing construction andinstallation of a ramp to intersect fluorspar mineralization atdepth at the Company’s Lost Sheep fluorspar property and for generaland corporate working capital purposes.
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.
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 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 Amended LIFE Offering, including the total anticipated proceeds,the proposed participation by the institutional investor in theAmended LIFE Offering, the expected use of proceeds and the closing(including the proposed closing date) of any tranches of the AmendedLIFE Offering. Various assumptions or factors are typically applied indrawing conclusions or making the forecasts or projections set out inforward-looking information, including the assumptions that: the Company will close all or anyportion of the Amended LIFE Offering on the timeline anticipated; theInstitutional Investment will be completed on the terms set out in theTerm Sheet, or at all; the Company will raise the anticipated amountof gross proceeds from the Amended LIFE Offering and the Company willuse the proceeds of the Amended LIFE Offering as anticipated. Thoseassumptions and factors are based on information currently availableto the Company. Although such statements are based on reasonableassumptions of the Company’s management, there can be no assurancethat any conclusions or forecasts 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 Amended LIFE Offering do not close in partor at all; the risk that the Company raises less than the anticipatedamount of gross proceeds from the Amended LIFE Offering; the risk thatthe Company does not use the proceeds from the Amended LIFE Offeringas currently expected; the Institutional Investment does not completeas set out in the Term Sheet or at all; risks inherent in theexploration and development of mineral deposits, including risksrelating to changes in project parameters as plans continue to beredefined and the risk that exploration and development activitieswill cost more than the amount budgeted for such activities by theCompany; risks relating to changes in mineral prices and the worldwidedemand for and supply of minerals; risks related to increasedcompetition and current global financial conditions; access and supplyrisks; risks associated with the Company’s reliance on keypersonnel; operational risks; regulatory risks, including risksrelating to the acquisition of the necessary licenses and permits;financing, capitalization and liquidity risks; title and environmentalrisks; and risks relating to the failure to receive all requisiteregulatory approvals. The forward-looking information contained inthis news release is made as of the date hereof, and the Company isnot obligated to update or revise any forward-looking information,whether as a result of new information, future events or otherwise,except as required by applicable securities laws. Because of therisks, uncertainties and assumptions contained herein, investorsshould not place undue reliance on forward-looking information. Theforegoing statements expressly qualify any forward-looking informationcontained herein.
NEITHER THE CANADIAN SECURITIESEXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPTRESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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