Exhibit 4.6
FORM 51 – 102F3
MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102
| ITEM 1 | Name and Address of Company |
Ares Strategic Mining Inc.
1001 – 409 Granville Street
Vancouver, British Columbia, V6C 1T2
(the “Company”)
| ITEM 2 | Date of Material Change |
May 22, 2026
| ITEM 3 | News Release |
The news release dated May 19, 2026 was disseminated via TheNewswire.ca Inc
| ITEM 4 | Summary of Material Change |
The Company announced that, further to its news release dated May 19, 2026, Lorenzo Esteva was appointed as Director while Paul Sarjeant and Raul Sanabria resigned as Directors
| ITEM 5 | Full Description of Material Change |
| 5.1 | Full Description of Material Change |
The material changes are fully described in Item 4 above and in the News Release filed on SEDAR at www.sedar.com.
| 5.2 | Disclosure for Restructuring Transactions |
Not Applicable.
| ITEM 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not Applicable.
| ITEM 7 | Omitted Information |
Not Applicable.
| ITEM 8 | Executive Officer |
James Walker
President and Chief Executive Officer
(604) 345-1576 or at jwalker@aresmining.com
| ITEM 9 | Date of Report |
May 22, 2026