Mr. James Walker reports

ARES STRATEGIC MINING CLOSES SECOND TRANCHE OF LIFE OFFERING

Ares Strategic Mining Inc. has closed the second and final tranche of its previously announced offering of units by issuing 12,221,889 units at a price of 45 cents per unit for aggregate gross proceeds of $5,499,850.

On Oct. 10, 2025, the company announced a non-brokered private placement offering of units at a price of 45 cents per unit pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions. On Oct. 17, 2025, in connection with the LIFE offering, the company filed an amended and restated offering document to amend the terms of the LIFE offering and offer up to 12,222,220 units at 45 cents per unit for gross proceeds of up to $5,499,999. To date, the company has raised an aggregate amount of $10,499,850.45 under the LIFE offering and amended LIFE offering.

Each unit shall consist of one common share in the capital of the company and one-half of one non-transferable common share purchase warrant. Each warrant will be exercisable into one common share at a price of 55 cents per warrant share for a period of two years following the date of issuance.

In connection with the closing of the second tranche, an aggregate of $267,965.98 was paid in cash and a total of 595,480 finders' warrants were issued as finders' fees to arm's-length parties. Each finder's warrant entitles the holder thereof to acquire one common share in the capital of the company at a price of 55 cents per finder's warrant share for a period of two years following the closing date of the second tranche. The finders' warrants are subject to a four-month hold period from the date of issuance.

The company also wishes to correct its news release dated Oct. 17, 2025, which announced the closing of the first tranche of the LIFE offering. The initial news release incorrectly states that each finder's warrant issued in connection with the first tranche is exercisable into one finder's warrant share at 45 cents per finder's warrant share. The correct exercise price of each first tranche finder's warrant is 55 cents per finder's warrant share.

Concurrently with closing the second tranche, the company entered into certain hedging arrangements with Sorbie Bornholm LP, governed by an ISDA master agreement dated Aug. 23, 2024, and a sharing agreement dated Oct. 20, 2025. Pursuant to the terms of the sharing agreement, the gross proceeds payable by Sorbie for units pursuant to the amended LIFE offering (being $1-million) were used to acquire U.K. government bonds as credit support to secure the company's maximum potential exposure under the sharing agreement, with Sorbie retaining control and direction of such proceeds (including both the economic benefit and the risk resulting from fluctuations in the bond pricing and foreign exchange) until they are released back to the company in accordance with the terms of the sharing agreement.

The hedging transactions governed by the sharing agreement will be determined and payable in 24 monthly settlement tranches based on the volume weighted average price of the common shares for the 20 trading days prior to each monthly settlement date measured against a benchmark price of 63 cents. On each such settlement date, Sorbie will release a portion of the posted support determined in reference to such volume weighted average ($41,667 per month). If the measured common share price is equal to the benchmark price for each of the 24 monthly settlement tranches, the company will receive cash payments totalling $1-million. If the measured common share price exceeds the benchmark price, the company will receive more than 100 per cent of the settlement payable that month on a pro rata basis. Similarly, if the measured common share price is below the benchmark price, the issuer will receive less than 100 per cent of the settlement payable that month on a pro rata basis, with the result that if the measured common share price is below the benchmark price for a period of time, the issuer will receive less than $1-million. To date, Ares has received approximately 12 per cent of extra cash under the two previous and continuing sharing agreements with Sorbie, without issuing any additional shares.

We seek Safe Harbor.