Mr. James Walker reports

ARES STRATEGIC MINING INC. ANNOUNCES COMPLETION OF $10,500,000 USD BOND FINANCING AND SHARE ISSUANCE BY ITS WHOLLY OWNED UTAH SUBSIDIARY

Further to its news release dated April 19, 2022, Ares Strategic Mining Inc.'s wholly owned Utah subsidiary, borrowed the aggregate sum of $9.5-million (U.S.) (the bond proceeds) from Millard County, Utah, pursuant to a $10-million (U.S.) tax-exempt manufacturing facility revenue bond (the Series 2023A bond), a $500,000 (U.S.) taxable manufacturing facility revenue bond (the Series 2023B bond, and, together with the Series 2023A bond, the bonds) created and issued by Millard County. The principal sum of the bonds to be repaid by Ares Utah is $10.5-million (U.S.), which obligations were evidenced by promissory notes issued by Ares Utah.

The rights and interests of Millard County in and to certain agreements, including a loan agreement dated Dec. 1, 2023, between Ares Utah and Millard County, with respect to a loan of the bond proceeds to Ares Utah, were transferred and assigned, pursuant to an indenture of trust dated Dec. 1, 2023, to Zions National Bank NA (trustee), on behalf of the investors in the bonds. In addition, the company has entered into a guaranty agreement and guaranty of completion agreement with the trustee, pursuant to which the company agreed to guaranty certain obligations of Ares Utah, including the repayment of the principal, interest and other amounts owed under the bonds.

The proceeds from the bonds will be used by Ares Utah to acquire, construct and develop a processing facility on the company's Lost Sheet fluorspar project located in Delta, Millard County, Utah.

Series 2023A bond

The Series 2023A bond matures on Dec. 15, 2034, and bears interest at a rate of 10 per cent per annum, payable semi-annually on June 15 and Dec. 15. The Series 2023A bond and interest thereon is secured by, among other things, a pledge of the trust estate (as defined in the indenture), which includes the rights, title and interests of Millard County in the loan agreement, and any loan payments, all of the rights, title and interest of Ares Utah in the notes, a pledge of all gross revenue generated by sales of products processed by facilities on the project, and the Spor Mountain mineral rights of Ares Utah.

Series 2023B bond

The Series 2023B bond matures on Dec. 15, 2025, and bears interest at a rate of 12 per cent per annum, payable semi-annually on June 15 and Dec. 15. The Series 2023B bond and interest thereon are secured against the same assets pledged as security for the Series 2023A bond.

Non-brokered private placement offering

The company is also pleased to announce that it has completed a non-brokered private placement offering of 6,780,500 common shares at a price of 20 cents per share for gross proceeds of $1,356,100. The closing of the offering is subject to all required regulatory approvals, including the acceptance of the Canadian Securities Exchange. No finder's fees were paid in connection with the offering.

The company will loan a majority of the net proceeds from the offering to Ares Utah in order to enable Ares Utah to build its U.S. operation and satisfy certain requirements under the indenture. The balance of the net proceeds of the offering will be used by the company to pay certain outstanding payables and for general working capital. The shares will be subject to a statutory hold period of four months and one day from the date of issue.

For additional details, see the company's news release dated April 19, 2022, available under the company's profile on SEDAR+.

We seek Safe Harbor.