ARSMF - Ares Strategic Mining Inc. Announces Plan of Arrangement
(TheNewswire)
Vancouver, B.C. – TheNewswire - October 11, 2022 – Ares StrategicMining Inc. (the “ Company ”or “ Ares ”) (CSE:ARS ) ; ( OTC:ARSMP ) ; ( FRA:N81) is pleased toannounce that, further to its news release dated September 27, 2022,it has entered into an arrangement agreement (the “ Arrangement Agreement ”) with itswholly-owned subsidiary, Enyo Strategic Mining Inc. (“ Enyo ”), pursuant to which theCompany intends to: (i) transfer all of its right, title and interestin and to its Liard property and Vanadium Ridge property (together,the “ Spinout Properties ”)located in British Columbia, Canada, and (ii) spin-out all of thesecurities of Enyo received in consideration for the SpinoutProperties (the “ Enyo SpinoutShares ”) to Ares’s shareholder on a pro rata basis, all pursuant to astatutory plan of arrangement (the “ Arrangement ”) to be effected under section 182 of the Business Corporations Act (Ontario)(the “ OBCA ”).
The Arrangement will result in Enyo becoming a separate unlisted“reporting issuer” in each of British Columbia, Alberta,Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, PrinceEdward Island and Newfoundland and Labrador, and will allow it tofocus on the development of the Spinout Properties. It is expectedthat the Liard property will be Enyo’s material property for thepurposes of National Instrument 43-101 – Standards of Disclosure for MineralProjects . Ares will focus on the development of its SporMountain and Jackpot Lake properties located in the States of Utah andNevada, respectively, (the “ USProperties ”) and will actively seek to acquire more advancedassets or business opportunities of merit.
The Liard property consists of eighteen (18) mineral claims totaling4,825 hectares, located in north-central British Columbia. TheVanadium Ridge property consists of twenty (20) mineral claims, ofwhich Ares is the recorded owner of 50% of such claims, located nearBarriere, British Columbia.
The Transaction
The Arrangement will include a transfer of the Spinout Properties toEnyo, and Ares’ shareholders will receive Enyo Spinout Shares by wayof a share exchange, pursuant to which each existing common share ofAres will be exchanged for one new common share of Ares (each, a“ New Ares Share ") and 0.1 of an Enyo Spinout Share. Holders ofAres stock options and warrants will be entitled to receive the samenumber of New Ares Shares and 0.1 of that number of Enyo SpinoutShares. On completion of the Arrangement, Ares shareholders andholders of Ares stock options and warrants will maintain theirinterest in Ares and will obtain a proportionate interest in Enyo.
Enyo intends to seek a listing of its common shares on the CanadianSecurities Exchange (“ CSE ”) following completion of the Arrangement and willundertake one or more offerings of securities to raise sufficientproceeds to, among other things, finance its exploration activities onthe Spinout Properties and to fund its working capital requirements. The directors of Enyo will be James Walker, Paul Sarjeant, ChangxianLi, Bob Li, Raul Sanabria (all of whom are currently directors ofAres) and Ron Woo. Enyo’s President and CEO is James Walker, whois also the CEO of Ares, and Enyo’s CFO is Viktoriya Griffin, who isalso the CFO of Ares. Certain insiders of Ares may participate inthe Enyo financings.
Approvals
On October 6, 2022, the Company obtained an interim order (the“ Interim Order ”) from theOntario Superior Court of Justice (the “ Court ”) authorizing the Company tocall a shareholder’s meeting to, among other things, approve theArrangement. The Arrangement will be subject to, among otherconditions, final court approval, as well as approval by not less thantwo-thirds of the votes cast at the annual general and specialshareholder’s meeting of Ares shareholders (the “ Meeting ”) and, pursuant to theInterim Order, approval by a simple majority of the votes cast at theMeeting by Ares shareholders other than the directors of Ares. Therecord date for the Meeting has been fixed at October 24, 2022 and theMeeting is scheduled to be held on November 23, 2022. Pursuant tothe provisions of the OBCA, the Company was required to hold itsannual shareholder’s meeting for 2022 on or before October 7, 2022. The Court granted an extension to the foregoing deadline, as set outin the Interim Order, thereby permitting the Company to hold theMeeting on November 23, 2022.
The Arrangement is anticipated to be completed in early December 2022,subject to receipt of required shareholder, Court and other approvalsand satisfaction of other closing conditions. At the Meeting, theCompany will also be seeking shareholder approval, by specialresolution, to apply to continue the Company from the laws of theProvince of Ontario under the OBCA to the laws of the Province ofBritish Columbia under the BusinessCorporations Act (British Columbia).
Additional details of the Arrangement, and other matters to betransacted at the Meeting, will be included in an information circularto be prepared and delivered to the Ares shareholders in connectionwith the Meeting.
All scientific and technical information in this news release has beenprepared under the supervision of Toby Hughes, P. Geol, a “qualifiedperson” within the meaning of National Instrument 43-101 – Standards of Disclosure for MineralProperties.
ON BEHALF OF THE BOARD OF DIRECTORS OF
ARES STRATEGIC MINING INC.
_______________________
James Walker, CEO
For further information, please contact:
James Walker, CEO
Ares Strategic Mining Inc.
T: 604.345.1576
E: jwalker@aresmining.com
The CSE (operatedby CNSX Markets Inc.) has neither approved nor disapproved of thecontents of this press release .
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, statements regarding the completion of theArrangement as proposed, or at all, the business focus of each of Aresand Enyo following the Arrangement, and the continuation of Ares underthe laws of the Province of British Columbia. Important factors thatcould cause actual results to differ materially from the Company’sexpectations include the failure to obtain the necessary shareholder,court approval or any approval that may be required by the CanadianSecurities Exchange 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 be incorrect. Events orcircumstances may cause actual results to differ materially from thosepredicted, as a result of numerous known and unknown risks,uncertainties, and other factors, many of which are beyond the controlof the Company. The reader is cautioned not to place undue reliance onany forward-looking information. Such information, although consideredreasonable by management at the time of preparation, may prove to beincorrect and actual results may differ materially from thoseanticipated. Forward-looking statements contained in this news releaseare expressly qualified by this cautionary statement. Theforward-looking statements contained in this news release are made asof the date of this news release and the Company disclaims anyintention or obligation to update or revise such information, exceptas required by applicable law.
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