Exhibit 4.4

 

 

 

 

 

Table of Contents

 

Management’s Responsibility   1
     
Condensed Interim Consolidated Statements of Financial Position   2
     
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss   3
     
Condensed Interim Consolidated Statements of Changes in Equity   4
     
Condensed Interim Consolidated Statements of Cash Flows   5
     
1) Nature of operations and going concern   6
       
2) Basis of preparation – Statement of Compliance   7
       
3) Summary of material accounting policies   7
       
4) Critical accounting judgements and key sources of estimation uncertainty   7
       
5) Financial instruments and risk management   9
       
6) Amounts receivable   11
       
7) Share proceeds receivable   11
       
8) Construction in progress   13
       
9) Deposits   14
       
10) Property, plant, and equipment   14
       
11) Exploration and evaluation assets   15
       
12) Short-term loans   16
       
13) Convertible debentures   16
       
14) USDA loan payable   17
       
15) PAB loan payable   18
       
16) State of Utah loan payable   20
       
17) Share capital   21
       
18) Related party transactions and obligations   26
       
19) Segmented disclosure   28
       
20) Capital management   28
       
21) Commitments and contingencies   28
       
22) Subsequent events   28

 

i

 

 

  Ares Strategic Mining Inc.
(Unaudited)
Canadian Dollars

 

Management’s Responsibility

 

To the Shareholders of Ares Strategic Mining Inc:

 

Management is responsible for the preparation and presentation of the accompanying condensed interim consolidated financial statements, including responsibility for significant accounting judgments and estimates in accordance with IFRS Accounting Standards. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

 

In discharging its responsibilities for the integrity and fairness of the condensed interim consolidated financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of the condensed interim consolidated financial statements.

 

The Board is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Board fulfils these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and the external auditors. The Audit Committee has the responsibility of meeting with management, and the external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Audit Committee is also responsible for recommending the appointment of Ares Strategic Mining Inc.’s external auditors.

 

We draw attention to Note 1 in the condensed interim consolidated financial statements which indicates the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.

 

“James Walker”   “Viktoriya Griffin”
James Walker, CEO   Viktoriya Griffin, CFO

 

-1-

 

 

  Ares Strategic Mining Inc.
(Unaudited)
Canadian Dollars

 

Condensed Interim Consolidated Statements of Financial Position

 

 

   Note  As at
30 June
2026
   As at
30 Sep
2025
 
Assets           
Current Assets           
Cash and cash equivalents     $3,902,259   $6,580,793 
Restricted cash  (15)   1,330,480    1,370,912 
Share proceeds receivable  (7)   992,848    1,374,825 
Amounts receivable  (6)   120,337    101,386 
Prepaid amounts and other assets      526,365    1,403,006 
       6,872,289    10,830,922 
Non-current Assets             
Deposits  (9)   113,961    109,798 
Share proceeds receivable  (7)   60,587    333,613 
Construction in progress  (8)   49,929,686    25,721,163 
Property, plant, and equipment  (10)   10,424,147    8,053,448 
Exploration and evaluation assets  (11)   9,374,775    8,822,414 
       69,903,156    43,040,436 
      $76,775,445   $53,871,358 
Liabilities             
Current Liabilities             
Accounts payable and accrued liabilities  (18)  $3,652,495   $2,027,556 
Short-term loans  (12)   21,881    839,906 
Convertible debentures  (13)   -    244,400 
PAB loan payable – current portion  (15)   2,305,217    2,255,550 
USDA loan payable – current portion  (14)   6,269,643    6,289,193 
       12,249,236    11,656,605 
Non-Current Liabilities             
State of Utah loan payable  (16)   15,296,626    14,403,425 
PAB loan payable  (15)   9,989,788    10,775,253 
USDA loan payable  (14)   918,845    989,775 
       38,454,495    37,825,058 
Equity             
Equity Attributable to Shareholders             
Share capital  (17)   73,500,932    51,538,331 
Options - Contributed surplus  (17)   2,760,500    1,543,500 
Warrants - Contributed surplus  (17)   5,408,781    2,353,921 
Accumulated other comprehensive income (“OCI”)      719,537    146,702 
Deficit      (42,846,603)   (38,318,063)
       39,543,147    17,264,391 
Non-controlling interests  (17)   (1,222,197)   (1,218,091)
Total Equity      38,320,950    16,046,300 
      $76,775,445   $53,871,358 

 

Nature of operations and going concern (1)   Capital management (20)
Basis of preparation – Statement of Compliance (2)   Commitments and contingencies (21)
Related party transactions and obligations (18)   Subsequent events (22)

 

The Condensed Interim Consolidated Financial Statements were approved by the Board of Directors on August 31 2026 and were signed on its behalf by:

 

“Bob Li”   “Michael Li”
Bob Li, Director   Michael Li, Director

 

-- The accompanying notes form an integral part of the condensed interim consolidated financial statements --

 

-2-

 

 

  Ares Strategic Mining Inc.
(Unaudited)
Canadian Dollars

 

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

 

 

   Note  9 Months
Ended
30 June
2026
   9 Months
Ended
30 June
2025
   3 Months
Ended
30 June
2026
   3 Months
Ended
30 June
2025
 
General and Administrative                   
Professional fees  (18)  $1,668,861   $341,361   $569,264   $142,275 
Office and marketing      1,528,826    1,212,016    433,086    925,553 
Stock-based compensation  (17)   1,217,000    -    -    - 
Depreciation  (10)   294,909    22,424    105,388    3,925 
Management fees  (18)   199,200    144,750    54,700    48,000 
Accretion and interest (recovery)  (14)(15)(16)   152,717    425,195    (133,285)   141,732 
Transfer agent and filing fees      114,432    35,145    81,011    8,161 
Insurance      101,746    28,538    34,634    9,842 
Resource property      64,900    18,741    41,437    4,003 
Travel      24,547    17,512    -    17,276 
Bank charges      12,029    5,330    1,254    1,690 
Shareholder relations      5,560    3,948    1,090    - 
Foreign exchange loss/(gain)      (181,133)   118,993    (224,774)   469,199 
       (5,203,594)   (2,373,953)   (963,805)   (1,771,656)
Other Income/ (Expenses)                       
Interest income      38,450    48,768    7,984    13,977 
Gain on sale of marketable securities      -    22,857    -    - 
Realized and unrealized gain (loss) on share   proceeds receivable  (7)   632,498    631,986    (678,257)   623,469 
Gain/(loss) on settlement of debt      -    (96,499)   410    (173,867)
Net (Loss) for the Period      (4,532,646)   (1,766,841)   (1,633,668)   (1,308,077)
                        
Other Comprehensive Income (Loss)                       
Foreign operations – foreign exchange      572,835    (56,873)   439,804    222,790 
Comprehensive (Loss) for the Period     $(3,959,811)  $(1,823,714)  $(1,193,864)  $(1,085,287)
Net (Loss) Attributed to:                       
Shareholders      (4,528,540)   (1,768,032)   (1,639,883)   (1,307,852)
Non-controlling interest      (4,106)   1,191    6,215    (225)
Comprehensive (Loss) Attributed to:     $(4,532,646)  $(1,766,841)  $(1,633,668)  $(1,308,077)
Shareholders      (3,955,705)  $(1,824,905)   (1,200,079)   (1,085,062)
Non-controlling interest      (4,106)   1,191    6,215    (225)
      $(3,959,811)  $(1,823,714)  $(1,193,864)  $(1,085,287)
Basic and Diluted Loss per Share     $(0.02)  $(0.01)  $(0.01)  $(0.01)
Weighted Average number of Common Shares Outstanding      250,418,363    184,566,185    265,777,341    196,964,217 

 

-- The accompanying notes form an integral part of the condensed interim consolidated financial statements --

 

-3-

 

 

  Ares Strategic Mining Inc.
(Unaudited)
Canadian Dollars

 

Condensed Interim Consolidated Statements of Changes in Equity

 

 

Equity attributable to shareholders

 

   Shares   Share capital   Subscriptions   received   Options   Warrants   Accumulated OCI   Deficit   Total Equity   Equity attributable to NCI   Total 
   #   $   $   $   $   $   $   $   $   $ 
Balance as at 1 October 2024   173,417,021    44,383,773    95,600    1,905,500    1,930,007    158,411    (34,674,978)   13,798,313    (1,220,065)   12,578,248 
Shares issued for private placement, net   765,170    233,331    (95,600)   -    -    -    -    137,731    -    137,731 
Shares issued for convertible debt   5,346,642    1,390,127    -    -    -    -    -    1,390,127    -    1,390,127 
Shares issued for debt settlement   9,235,035    1,662,849    -    -    -    -    -    1,662,849    -    1,662,849 
Stock options exercised   6,792,131    1,244,977    -    (362,000)   -    -    -    882,977    -    882,977 
Shares issued for Sorbie   7,229,730    519,872              322,134              842,006         842,006 
Other comprehensive loss   -    -    -    -    -    (56,873)   -    (56,873)   -    (56,873)
Net income (loss) for the period   -    -    -    -    -    -    (1,768,032)   (1,768,032)   1,191    (1,766,841)
Balance as at 30 June 2025   202,785,729    49,434,929    -    1,543,500    2,252,141    101,538    (36,443,010)   16,889,098    (1,218,874)   15,670,224 
                                                   
Balance as at 1 October 2025   211,554,891    51,538,331    -    1,543,500    2,353,921    146,702    (38,318,063)   17,264,391    (1,218,091)   16,046,300 
Shares issued for private placement, net   37,777,444    15,289,136    -    -    2,885,514    -    -    18,174,650    -    18,174,650 
Shares issued for debt settlement   6,386,565    1,851,770    -    -    -    -    -    1,851,770    -    1,851,770 
Shares issued for convertible debt   521,923    135,700    -    -    -    -    -    135,700    -    135,700 
Warrants exercised   15,215,524    3,989,506    -    -    (33,470)   -    -    3,956,036    -    3,956,036 
Shares issued for Sorbie   2,377,779    696,489    -    -    202,816    -    -    899,305    -    899,305 
Stock-based compensation   -    -    -    1,217,000    -    -    -    1,217,000    -    1,217,000 
Other comprehensive income   -    -    -    -    -    572,835    -    572,835    -    572,835 
Net loss for the period   -    -    -    -    -    -    (4,528,540)   (4,528,540)   (4,106)   (4,532,646)
Balance as at 30 June 2026   273,834,126    73,500,932    -    2,760,500    5,408,781    719,537    (42,846,603)   39,543,147    (1,222,197)   38,320,950

 

-- The accompanying notes form an integral part of the condensed interim consolidated financial statements --

 

-4-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

Condensed Interim Consolidated Statements of Cash Flows

 

 

   Note  9 Months
Ended
30 June
2026
   9 Months
Ended
30 June
2025
 
Operating Activities           
Loss for the period     $(4,532,646)  $(1,766,841)
Items not Affecting Cash             
              
Interest and accretion on convertible debt      -    145,446 
Interest and accretion on USDA loan  (14)   102,524    17,359 
Interest and accretion on PAB loan  (15)   (156,590)   131,525 
Interest and accretion on Utah loan      -    - 
Depreciation  (10)   294,909    22,424 
Unrealized gain on share proceeds receivable  (7)   (632,498)   (631,986)
Stock-based compensation      1,217,000    - 
       (3,707,301)   (2,082,073)
Net Change in Non-cash Working Capital             
Accounts payable and accrued liabilities      2,600,534    2,525,478 
Amounts receivable      (18,951)   (30,633)
Prepaid amounts and other assets      876,641    6,432,921 
       (249,077)   6,845,693 
Investing Activities             
Construction in progress  (8)   (22,565,058)   (11,671,460)
Purchase of equipment – RAMP      (2,445,158)   (1,038,863)
Resource property – expenditures  (11)   (528,982)   (77,135)
       (25,539,198)   (12,787,458)
Financing Activities             
Proceeds from State of Utah      -    13,866,063 
Short term loan (paid)/received  (12)   -    737,089 
Proceeds from subscriptions      18,174,650    137,731 
Proceeds from options exercised      -    520,977 
Proceeds from warrants exercised      3,956,036    - 
Proceeds from share proceeds receivable      2,246,806    499,006 
Payment for convertible debt      (108,699)   - 
(Repayment)/Proceeds from the PAB loan      (823,242)   - 
(Repayment)/Proceeds from the USDA loan      (263,968)   1,435,920 
       23,181,583    17,196,786 
Net effect of foreign currency translation      (112,274)   (9,187)
Net Increase/(Decrease) in cash and cash equivalents      (2,718,966)   11,245,834 
Cash and cash equivalents – Beginning of Period      7,951,705    2,217,113 
Cash and cash equivalents – End of Period     $5,232,739   $13,462,947 

 

-- The accompanying notes form an integral part of the condensed interim consolidated financial statements --

 

-5-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

Notes to the Condensed Interim Consolidated Financial Statements

 

 

1)Nature of operations and going concern

 

Ares Strategic Mining Inc. (“Ares” or the “Company”) was incorporated pursuant to the Company Act (Ontario) by registration of its Memorandum and Articles on 20 November 2009. On 9 July 2010, the Company registered in British Columbia for extra provincial registration as the Company’s administrative office is located at 1001-409 Granville Street, Vancouver BC, V6C 1T2. The Company is classified as a Junior Natural Resource Mining Company and is listed on the Canadian Securities Exchange under the stock symbol “ARS”.

 

The Company was previously in the business of acquiring and exploring lithium properties in Nevada and Arizona. On 18 February 2020, the Company completed a three-cornered amalgamation transaction (the “Amalgamation”) with American Strategic Minerals Inc. (“ASM”). As a result, Ares is focusing on progressing its fluorspar projects towards exploitation, production, and supplying metspar and acidspar to the markets.

 

These condensed interim consolidated financial statements (the “Financial Statements”) have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. There are several adverse conditions that cast significant doubt upon the soundness of this assumption. The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation expenditures and construction in progress is dependent upon several factors; these factors include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and construction in progress, and future profitable production or proceeds from disposition of mineral properties or construction in progress once completed.

 

Consistent with other companies in the mineral exploration sector, the Company has incurred operating losses since inception, has limited sources of revenue, is unable to self-finance operations and has significant cash requirements to meet its overhead, maintain its mineral interests and fund the completion of its construction in progress. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

 

As discussed in Note 14, the Company was in breach of certain financial covenants as at 30 June 2026, and 30 September 2025. The lender has not demanded repayment; however, this condition contributes to the material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.

 

For the Company to continue to operate as a going concern, it must continue to obtain additional financing to maintain operations. Although the Company has been successful in the past at raising funds, there can be no assurance that this will continue in the future. The Company has raised additional equity financing and plans to obtain additional equity and debt financing to continue to explore and develop its mineral properties and complete its construction in progress. If the going concern assumptions were not appropriate for these Financial Statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used, and such adjustments could be material.

 

(Rounded 000’s)  30 June
2026
   30 September
2025
 
Working capital (deficiency)  $(5,377,000)  $(826,000)
Accumulated deficit attributed to shareholders  $(42,847,000)  $(38,318,000)

 

-6-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

2)Basis of preparation – Statement of Compliance

 

These Financial Statements, including comparatives, have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Financial Statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting except for cash flow information.

 

Since the Financial Statements do not include all disclosures required by IFRS for annual financial statements, they should be read in conjunction with the Company’s audited annual consolidated financial statements for the year ended 30 September 2025.

 

The policies set out were consistently applied to all the periods presented unless otherwise noted below. The preparation of the condensed interim consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

3)Summary of material accounting policies

 

The accounting policies and methods of computation followed in preparing these Financial Statements are the same as those followed in preparing the most recent audited annual consolidated financial statements. For a complete summary of material accounting policies, please refer to the Company’s audited annual consolidated financial statements for the year ended 30 September 2025.

 

4)Critical accounting judgements and key sources of estimation uncertainty

 

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amount and classification of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revisions affect only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

 

The following are the critical judgments and areas involving estimates, that management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amount recognized in the Financial Statements.

 

a.Judgements

 

Income taxes

 

Deferred tax assets are recognized for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that probable that future taxable profit will be available against which the deductible temporary differences and carry-forward of unused tax assets and unused tax losses can be utilized. In addition, the valuation of tax credits receivable requires management to make judgements on the amount and timing of recovery.

 

-7-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

Going concern evaluation

 

As discussed in Note 1, these Financial Statements have been prepared under the assumptions applicable to a going concern. If the going concern assumption were not appropriate for these Financial Statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the condensed interim consolidated statement of financial position classifications used and such adjustments could be material.

 

The Company reviews the going concern assessment at the end of each reporting period. There were no material changes to the assessment as at 30 June 2026.

 

Exploration evaluation assets

 

The Company makes certain estimates and assumptions regarding the recoverability of the carrying values of exploration and evaluation assets. The amounts shown for exploration and evaluation assets do not necessarily represent present or future values. The recoverability of the assets’ carrying values is dependent upon the determination of economically recoverable reserves, the ability of the Company to obtain the necessary financing and permits to complete development and future profitable production or proceeds from the disposition thereof.

 

The Company has taken steps to verify title to exploration and evaluation assets in which it has or is in the process of earning an interest, including review of condition of title reports, vesting deeds, mining claim location notices and filings, and property tax and other public records and is not presently aware of any title defects. The procedures the Company has undertaken and may undertake in the future to verify title provide no assurance that the underlying properties are not subject to prior agreements or transfers of which the Company is unaware.

 

Long-lived assets

 

The Company makes certain judgments in its assessment of whether indicators of impairment exist with respect to its long-lived assets. The carrying amounts of the Company’s long-lived assets are reviewed at each reporting date for indicators of impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the amount of the impairment, if any. The recoverable amount of an asset is evaluated at the cash-generating unit level, which is the smallest identifiable group of assets that generates cash inflows that are largely ind ependent of the cash inflows from other assets or group of assets. The recoverable amount of a CGU is the greater of its fair value less costs to sell and its value in use.

 

b.Estimates

 

Useful lives of property, plant and equipment

 

Useful lives are estimated by management based on the expected period over which the assets are anticipated to be available for use, taking into consideration factors such as expected usage, physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the assets. The useful lives and residual values of property, plant and equipment are reviewed at least annually and are adjusted prospectively if expectations differ from previous estimates. Changes in the estimated useful lives of assets could result in changes to depreciation expense in current and future periods

 

Stock-based compensation

 

The Company uses Black-Scholes Option Pricing Model for valuation of stock options. Option pricing models require the input of subjective assumptions and estimates including expected price volatility, interest rate and forfeiture rate.

 

-8-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

Construction in progress and capitalization

 

Management determines whether equipment, labour, borrowing costs and other expenditures are directly attributable to bringing the Delta Processing Site assets to the location and condition necessary for intended use. It also determines when each component becomes available for use, when capitalization ceases and depreciation begins, and whether costs should be expensed, transferred or written off.

 

Impairment

 

Management assesses construction in progress, property and equipment and exploration and evaluation assets for indicators of impairment under IAS 36 and applicable exploration-asset guidance. The assessment considers project progress, budgets, equipment condition and utility, cost to complete, financing, permits, infrastructure, market conditions and expected future economic benefits. If an indicator exists, recoverable amount involves significant estimates and sensitivities.

 

Share proceeds receivable

 

The Share proceeds receivable is measured at fair value through profit or loss. Valuation requires estimates of remaining settlement cash flows, market-price inputs, benchmark prices, timing, discount rates and counterparty or credit-support considerations. Changes in those inputs may produce material gains or losses.

 

5)Financial instruments and risk management

 

a)Financial instrument classification and measurement

 

Financial instruments of the Company carried on the condensed interim consolidated statement of financial position are carried at amortized cost. There have been no changes in levels during the period.

 

The Company classifies the fair value of these transactions according to the following hierarchy:

 

Level 1 – quoted prices in active markets for identical financial instruments.

 

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

b)Fair values of financial assets and liabilities

 

The Company’s financial instruments include cash and cash equivalents, restricted cash, share proceeds receivable, accounts payable, short-term loans and long-term loans. As at 30 June 2026, the carrying value of cash and cash equivalents is at fair value. Accounts payable and short-term loans approximate their fair value due to their short-term nature.

 

c)Market risk

 

Market risk is the risk that changes in market prices will affect the Company’s earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.

 

-9-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

d)Credit risk

 

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its bank accounts. The Company’s bank accounts are held with major banks in Canada, accordingly the Company is not exposed to significant credit risk.

 

e)Interest rate risk

 

Interest rate risk is the risk of losses that arise as a result of changes in contracted interest rates. The Company is not exposed to significant interest rate risk.

 

f)Currency risk

 

Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign currency risk on its restricted cash and USDA and PAB loans payable balances that are denominated in other than the functional currencies. As at 30 June 2026, the Company held currency totalling the following:

 

Currency (Rounded)  30 June
2026
   30 September
2025
 
Canadian (Dollars)  $3,892,000    183,000 
US (Dollars)  $943,000    5,580,000 

 

g)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company controls liquidity risk by ensuring that it has sufficient cash resources to pay for its financial obligations. As at 30 June 2026, the Company had a cash balance of $3,902,259 to settle current liabilities of $12,249,236 that are due within one year. The Company’s outstanding liabilities, their current values and the principal amounts along with the due dates are as stated in the table below:

 

   Carrying
value
   Principal
amount
   Less than
1 year
   1 – 5 years   5+ years 
Accounts payable and accrued liabilities  $3,652,495   $3,652,495   $3,652,495   $-   $- 
Short-term loans   21,881    21,881    21,881    -    - 
USDA loan   7,188,488    7,698,074    6,627,004    1,071,070    - 
State of Utah loans   15,296,626    15,631,000    -    -    15,631,000 
PAB loan   12,295,005    14,075,005    944,965    4,810,085    8,319,955 
Total  $38,454,495   $41,078,455   $11,246,345   $5,881,155   $23,950,955 

 

-10-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

6)Amounts receivable

 

Amounts receivable consists of:

 

Amounts Receivable  30 June
2026
   30 September
2025
 
Goods and services tax receivable  $55,344   $36,393 
Due from Enyo Strategic Mining Inc.   64,993    64,993 
    120,337    101,386 

 

7)Share proceeds receivable

 

As at 30 June 2026, the Company has entered into three share proceeds receivable equity swap agreements with Sorbie Bornholm LP (“Sorbie” or collectively, “Sorbie Agreements”). Under each agreement, Sorbie subscribed for Units payable over 24 months. Each Unit consists of one common share and either one full common share purchase warrant or one-half warrant, as described below.

 

In connection with each subscription, the parties entered into a sharing agreement (equity swap arrangement) under which the Company’s economic interest is realized in 24 monthly settlement tranches measured against a defined benchmark price. The monthly settlement amount is based on the 20-day volume weighted average price (“Settlement Price”) prior to each settlement date, based on the following:

 

If the Settlement Price exceeds the benchmark price, the Company receives more than 100% of the monthly tranche on a pro rata basis, with no upper limit.

 

If the Settlement Price is below the benchmark price, the Company receives less than 100% of the monthly tranche on a pro rata basis.

 

Summary of Sorbie Agreements:

 

Agreement Date  Units
Issued at
Closing
   Issue
Price
   Gross
Proceeds
   Benchmark
Price
   Warrant
Terms
  Term
30 September 2024   8,333,333   $0.1800   $1,500,000   $0.2610   1 full Warrant  24 months
2 April 2025   7,229,730   $0.1480   $1,000,000   $0.1998   1 full Warrant  24 months
20 October 2025   2,222,223   $0.4500   $1,000,000   $0.6300   1/2 Warrant  24 months

 

For each of the Sorbie Agreements noted above, the share proceeds receivable relating to the cash receivable did not meet the classification of a financial asset measured at amortized cost or at fair value through other comprehensive income as the Company does not have a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the financial asset does not give rise to cash flows that are solely payments of principal and interest. Therefore, the cash receivable is classified as a financial asset measured at fair value through profit or loss.

 

-11-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

In accordance with IFRS 9 Financial Instruments, the Units issued were initially measured based on the fair value of the related share proceeds receivable, with the corresponding amount allocated between common shares and warrants based on their relative fair values in accordance with IAS 32 Financial Instruments: Presentation, and the Company’s accounting policy.

 

Subsequently, the financial assets are revalued at each reporting period with the difference between the initial valuation and the value recognized in profit or loss as an unrealized gain (loss) on financial asset.

 

The following table summarizes the movement in the share proceeds receivable:

 

SHARE PROCEEDS RECEIVABLE  2025
October
   2025
April
   2024
September
   Total 
Initial fair value  $-    842,006    830,086    1,672,092 
Less: portion derecognized upon settlement        (195,355)   (436,088)   (631,443)
Fair value adjustment   -    326,631    341,158    667,789 
Balance as at 30 September 2025   -    973,282    735,156    1,708,438 
Initial fair value   959,305    -    -    959,305 
Less: portion derecognized upon settlement   (349,975)   (487,906)   (560,681)   (1,398,562)
Fair value adjustment   (330,418)   84,383    30,289    (215,746)
Balance as at 30 June 2026  $278,912    569,759    204,764    1,053,435 

 

The following table summarizes the settlement activity:

 

SETTLEMENT  2025
October
   2025
April
   2024
September
   Total 
Cash received  $-    266,101    589,966    856,067 
Carrying value of share proceeds receivable   -    (195,355)   (452,805)   (648,160)
Realized gain (loss) during 30 September 2025   -    70,746    137,161    207,907 
Cash received   246,861    930,955    1,068,990    2,246,806 
Carrying value of share proceeds receivable   (349,975)   (487,906)   (560,681)   (1,398,562)
Realized gain (loss) during 30 June 2026  $(103,114)   443,049    508,309    848,244 

 

The following table reconciles the realized and unrealized gains (losses) recognized on the share proceeds receivable to the amounts presented in the condensed interim consolidated statements of loss and comprehensive loss:

 

   Nine months
ended
30 June
2026
   Nine months
ended
30 June
2025
   Three months
ended
30 June
2026
   Three months
ended
30 June
2025
 
Realized gain on settlements  $848,244    80,746    113,533    80,476 
Unrealized gain (loss) from fair value adjustment   (215,746)   551,240    (791,790)   542,993 
   $632,498    631,986    678,257    623,469 

 

The realized gain (loss) represents the difference between the carrying amount of the portion of the share proceeds receivable derecognized upon settlement and the cash proceeds received. The unrealized gain (loss) represents the change in fair value of the outstanding share proceeds receivable during the reporting period. The aggregate realized and unrealized gain (loss) is recognized in the condensed interim consolidated statements of loss and comprehensive loss within other income (expenses).

 

The following table provides a breakdown of the share proceeds receivable between current and non-current assets based on the timing of the expected cash flows:

 

SHARE PROCEEDS RECEIVABLE  30 June
2026
   30 September
2025
 
Current  $992,848   $1,374,825 
Non-current   60,587    333,613 
   $1,053,435   $1,708,438 

 

-12-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

8)Construction in progress

 

During the year ended 30 September 2021, the Company entered into an agreement to acquire a fluorspar lump manufacturing facility (the “Facility”) pursuant to the terms and conditions of a Profit-Sharing Agreement dated 9 February 2021, as amended (the “Profit Sharing Agreement”) between the Company and the Mujim Group, a non-arm’s length private Shanghai company (“Mujim”). Pursuant to the terms of the Profit-Sharing Agreement, the Company had agreed to acquire the Facility by issuing an aggregate of 5,300,000 common shares in the capital of the Company (each, a “Share”), the fair value of which was determined based on the date when they were issued, i.e. $0.67, and the consideration was recorded as a capital advance to Mujim as at 30 September 2021.

 

The Company has agreed that, upon completion of the Facility, it would incur costs pertaining to the installation of the Facility, including compensating contractors from Mujim to assist with installation and to begin operating the Facility. Furthermore, once the Facility is operational within parameters and specifications defined in the Profit-Sharing Agreement, the company will pay Mujim, US$20 per ton for ongoing technical support, and has also agreed to pay Mujim, US$10 per ton as agency fee for any sales in Asia.

 

The final purchase price may vary depending on certain target production output metrics defined in the Profit-Sharing agreement.

 

During the year ended 30 September 2023, the Company completed the acquisition of industrial land (Note 10) for installation of the Facility and a floatation plant (the “Floatation Plant”), which was purchased from a non-arm’s length party during the year ended 30 September 2024.

 

As at 30 June 2026, the construction of the Facility and Flotation Plant are in progress and significantly all components of the Flotation Plant were received from a related party (see below). Commissioning had not commenced by period-end, additional expenditures are required, sustained commercial processing had not been achieved and no fixed date for sustained commercial production can be assured.

 

Construction in progress  Opening Balance   Additions/ Adjustments   Closing Balance 
Balance as at 1 October 2024  $9,762,608           
Flotation & Lumps Plant (related party)   4,353,173   $8,264,175   $12,617,348 
Construction & Civil Works   566,881    2,562,365    3,129,246 
Overheads & Labour   2,060,057    602,841    2,662,898 
Site, Drilling & Safety Services   358,325    1,586,869    1,945,194 
Equipment & Machinery   634,080    1,085,898    1,719,978 
Equipment & Crane Rentals   490,718    104,094    594,812 
Freight, Shipping & Duties   43,236    134,630    177,866 
Materials, Fuel & Consumables   38,762    14,975    53,737 
Engineering, Design & Project Management   -    5,426    5,426 
Permits, Professional & Regulatory   2,376    1,322    3,698 
Capitalized Interest   1,215,000    1,501,633    2,716,633 
Adjustments on currency translation   -    94,327    94,327 
Balance as at 30 September 2025             25,721,163 
Flotation & Lumps Plant (related party)   12,617,348   $1,443,189   $14,060,537 
Construction & Civil Works   3,129,246    8,860,010    11,989,256 
Overheads & Labour   2,662,898    1,292,051    3,954,949 
Site, Drilling & Safety Services   1,945,194    5,613,615    7,558,809 
Equipment & Machinery   1,719,978    1,535,307    3,255,285 
Equipment & Crane Rentals   594,812    717,309    1,312,121 
Freight, Shipping & Duties   177,866    397,423    575,289 
Materials, Fuel & Consumables   53,737    19,025    72,762 
Engineering, Design & Project Management   5,426    801,107    806,533 
Permits, Professional & Regulatory   3,698    201,657    205,355 
Capitalized Interest   2,716,633    2,258,749    4,975,382 
Adjustments on currency translation   94,327    1,069,081    1,163,408 
Balance as at 30 June 2026            $49,929,686 

 

-13-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

9)Deposits

 

Deposits consist of:

 

Deposits  30 June
2026
   30 September
2025
 
Office lease  $6,309   $6,309 
Surety deposits   107,652    103,489 
   $113,961   $109,798 

 

As at 30 June 2026, the balance in deposits of $6,309 represents a deposit for office lease, reclamation surety and bond in the amount of $107,652 paid to the State of Utah for a five-year escalation at Lost Sheep and Bell Hill.

 

10) Property, plant, and equipment

 

Property, Plant, and Equipment  Equipment   Auto   Land   Ramp   Total 
Cost                    
Balance as at 1 October 2024  $161,329   $70,537   $2,792,062   $3,317,500   $6,341,428 
Addition   407,233    -    -    1,559,472    1,966,705 
Adjustment on currency translation        2,200    84,732    96,210    183,142 
Balance as at 30 September 2025  $568,562   $72,737   $2,876,794   $4,973,182   $8,491,275 
Addition   -    -    -    2,445,158    2,445,158 
Adjustment on currency translation   8,454    1,510    58,166    166,090    234,220 
Balance as at 30 June 2026  $577,016   $74,247   $2,934,960   $7,584,430   $11,170,653 
Depreciation                         
Balance as at 1 October 2024  $139,087   $24,077   $-   $-   $163,164 
Depreciation for the year   17,985    7,301    -    249,820    275,106 
Adjustment on currency translation   -    718    -    (1,161)   (443)
Balance as at 30 September 2025  $157,072   $32,096   $-   $248,659   $437,828 
Depreciation for the period   33,593    5,460    -    255,856    294,909 
Adjustments on currency translation   777    804    -    12,188    13,770 
Balance as at 30 June 2026  $191,442   $38,360   $-   $516,703   $746,506 
Carrying Amounts                         
Balance as at 30 September 2025  $411,489   $40,642   $2,876,794   $4,724,523   $8,053,448 
Balance as at 30 June 2026  $385,574   $35,886   $2,934,960   $7,067,727   $10,424,147 

 

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

 

Depreciation is charged to recognize the cost of the asset on the condensed interim consolidated statements of loss and comprehensive loss using the straight-line method over the estimated useful life of the asset.

 

During the year ended 30 September 2023, the Company acquired an industrial land parcel located in Millard County, State of Utah in the United States for the purpose of setting up its fluorspar plant, which was pledged as collateral on the USDA loan.

 

-14-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

In addition to the land parcel acquired during the year ended 30 September 2024, land comprises five Canadian properties located in Ontario, Canada (Note 11(b)). The Company earns incidental quarry-rock proceeds from the sale of quarry rock located on Griffith properties. The Company does not operate a commercial quarrying business. During the period, the Company received incidental proceeds from the sale of quarry rock generated through activities undertaken in connection with the property. As these proceeds were incidental to the Company’s resource property activities and did not arise from the Company’s ordinary revenue-generating activities, they were recognized as a reduction of the directly related resource property expenditures within the condensed interim consolidated statements of loss and comprehensive loss rather than as revenue.

 

11) Exploration and evaluation assets

 

The following table summarizes exploration and evaluation assets:

 

Exploration and Evaluation Assets  Spor
Mountain
   Ontario
Properties
   Total 
Balance as at 1 October 2024  $8,362,147   $      4   $8,362,151 
Drilling   147,860    -    147,860 
Geological consulting   251,449    -    251,449 
Administration and camp   54,369    -    54,369 
Staking and claiming   3,518    -    3,518 
Adjustments on currency translation   3,067    -    3,067 
Balance as at 30 September 2025  $8,822,410   $4   $8,822,414 
Acquisition   132,784    -    132,784 
Geological consulting   146,529    -    146,529 
Staking and claiming   131,638    -    131,638 
Drilling   -    -    - 
Administration and camp   118,031    -    118,031 
Adjustments on currency translation   23,379    -    23,379 
Balance as at 30 June 2026  $9,374,771   $4   $9,374,775 

 

a)Spor Mountain (also known as Lost Sheep)

 

The Company holds a 100% interest in and rights to certain U.S. federal mining claims located at the north-east end of the Spor Mountain Mining District, in section 21, T.12S. 12W, and T.13S. 12W, SLBM of Juab County, western Utah, USA (the “Spor Mountain”). The Spor Mountain property consists of several mineral claim blocks including the Lost Sheep Fluoride Mine, and other unpatented claims. The Company acquired its initial interest through the Amalgamation on 18 February 2020. During the period ended 30 September 2021, the Company acquired additional claims in the region through staking.

 

As part of the amalgamation with ASM, the Company assumed an underlying property purchase agreement (the “Purchase Agreement”) for certain unpatented claims comprising the Spor Mountain property, pursuant to which the Company would be required to make a payment of US$1,000,000 within 18 months from the commencement of production. During the period ended 30 September 2021, USD $1,000,000 was transferred to the underlying vendor, pursuant to which, the Company is deemed to have fulfilled its obligations under the Purchase Agreement, and the title to the unpatented claims was transferred to the Company.

 

-15-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

b)Ontario properties

 

The Company holds a 100% interest in five properties located in Ontario, Canada.

 

12) Short-term loans

 

The following is a summary of the Company’s short-term loans as at 30 June 2026 and 30 September 2025:

 

Short-Term Loans  As at  Outstanding
Principal
 
Operational loans from related parties  30 June 2026  $- 
   30 September 2025  $812,141 
Canada Emergency Business Account loan  30 June 2026  $21,881 
   30 September 2025  $27,765 
Total as at 30 June 2026     $21,881 
Total as at 30 September 2025     $839,906 

 

As at 30 June 2026 , the Company holds a net $nil (30 September 2025 - $696,413) loan from the CEO as well as received $nil (30 September 2025 - $112,203) in loans from companies related to directors of the Company subject to 10% per annum and maturing on 30 August 2025, which have been settled as at 30 June 2026. There are no defined terms or due dates of repayment on the loans from the CEO and a non-related party, and the loans are unsecured. Canada Emergency Business Account loan of $60,000 was refinanced with the financial institution in order to repay the full amount in January 2024 and the Company qualified for $20,000 loan forgiveness which was recognized as other income during the year ended 30 September 2024. The refinanced balance of $40,000 is subject to prime rate plus 2.14% per annum over 5-year term commencing on 18 January 2024.

 

13) Convertible debentures

 

On 2 December 2022, the Company closed a non-brokered private placement offering of secured convertible debentures totalling $1,252,700. The Company incurred a financing fee equal to 45% of the principal amount amounting to $563,715 and paid a finders’ fee totalling $52,720 for net proceeds of $636,265. The principal amount of convertible debentures will be convertible at holder’s option into full-paid common shares in the capital of the Company at any time prior to maturity in two years, at an exercise price of $0.26 per common share. Interest on the debentures shall be paid semi-annually at an annual interest rate of 12% per annum.

 

In connection with the convertible debentures, the Company also issued 202,771 finders’ warrants, with each warrant exercisable into one common share of the Company for a period of two years at a price of $0.26 per common share. The fair value of the warrants was calculated to be $20,000 using the Black-Scholes option pricing model.

 

During nine months ended 30 June 2026, the Company settled the remaining principal convertible debt of $181,800 and associated interest of $62,600 through a combination of common shares and cash payments. Of the total amount settled, $135,700 was converted into common shares of the Company, with the remaining balance paid in cash.

 

-16-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

The following table summarizes the accounting for the convertible debentures and the amounts recognized during the period/year.

 

Convertible Debentures  30 June
2026
   30 September
2025
 
Balance – Beginning of Period/Year  $244,400   $1,386,189 
Interest expense   (62,600)   102,892 
Accretion expense        145,446 
Settlement through cash/shares   (181,800)   (1,390,127)
Balance – End of Period/Year  $-   $244,400 

 

14) USDA loan payable

 

On 30 June 2023, the Company’s subsidiary, Ares Utah, signed a promissory note agreement with Community Bank & Trust (“CB&T”) – West Georgia and received a total loan of US$4,420,000 at prime rate stated in money rates section of Wall Street journal plus 2.50%., in lieu of which it pledged its land that was purchased in conjunction with the proceeds and situated in Utah (Note 10). The loan matures in 15 years and is guaranteed by the US Department of Agriculture (“USDA”). The interest is due and payable on the 1st of each month starting 1 May 2023 for the initial 12 months after which the Company is required to repay the monthly instalment consisting of the principal and interest (as per repayment schedule) on each payment date. For the purpose of securing payments and obligations, the Company granted the power of sale and right of the parcel of the land purchased with the proceeds as well as all the proceeds and awards or payments from the land purchased.

 

   Amount 
Principal amount (US$4,420,000)  $5,979,597 
Less: Transaction cost (US$382,176)   (534,243)
Amount funded, 30 June 2023   5,445,354 

 

USDA Loan Payable  30 June
2026
   30 September
2025
 
Balance – Beginning of Year  $7,278,968   $5,768,569 
Amortization of transactions costs – accretion and other   102,524    88,700 
Add: Principal amount received (US$1,200,000)   -    1,680,906 
Less: Principal amount repaid   (263,968)   (314,418)
Adjustment on currency translation   70,964    55,211 
Balance – End of Period  $7,188,488   $7,278,968 
Less: Current portion  $6,269,643   $6,289,193 
Non-current portion  $918,845   $989,775 

 

-17-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

The Company has acted as a guarantor in securing the USDA loan payable, and the Company and its subsidiary, Ares Utah, have provided as collateral, interest in all of the Company’s rights, title and interest in and to all property and fixtures (current and future) of the Company and its subsidiaries. In connection with the first USDA loan payable of US$4,420,000, Ares Utah is subject to the following financial covenants:

 

Maintain a debt service coverage ratio of at least 1.25 to 1.0, tested annually, beginning December 31, 2023 and for the remaining term of the loan period; and

 

Maintain a debt to net worth ration not to exceed 9.0 to 1.0 at any time, which is to be tested annually.

 

During the year ended 30 September 2025, the Company received commercial loan of US$1,200,000 from CB&T at prime rate stated in money rates section of Wall Street journal plus 2.50%., the loan maturing on 16 September 2028 is due and payable on the 16th of each month starting from October 2025 and consisting of the principal and interest (as per repayment schedule) on each payment date. The loan was used primarily to pay for interest and principal of USDA loan and as at 30 June 2026, the remaining balance of cash was US$nil.

 

As at 30 June 2026 and 30 September 2025, the Company did not meet the above covenants and therefore, the first USDA loan of US$4,420,000 is in default and has been classified as current liability.

 

15) PAB loan payable

 

On 15 December 2023, the Company’s subsidiary, Ares Utah closed on the State of Utah’s Private Activity Bond (“PAB”) program from Millard County, Utah (“Millard County”) pursuant to a US$10,000,000 tax-exempt Manufacturing Facility Revenue Bond (the “Series 2023A Bond”), and a US$500,000 taxable Manufacturing Facility Revenue Bond (the “Series 2023B Bond”). The repayment of interest on both the bonds begins 15 December 2024 whereas the principal sum of the Series 2023A Bonds begins annually from 15 December 2025 to 15 December 2034 while the Series 2023B bonds are due to be paid all at once on 15 December 2025. As part of the closing, the Company incurred transaction costs in the amount of US$1,666,940 which were allocated to the issuance cost of loan payable and deducted from the principal value. As at 30 June 2026, the Series 2023B Bond was repaid and cash of $1,330,480 is restricted for the repayment of the Series 2023A Bond.

 

In addition, the Company 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 (the “Project”) on the Company’s Lost Sheet Fluorspar Project located in Delta, Millard County, Utah.

 

During the nine months ended 30 June 2026, interest expense capitalized within construction in progress was US$893,301 (30 September 2025 – US$1,060,000) the amortization of debt costs being recognized as accretion expense over the loan period totalling US $nil (30 June 2025 – US$418,774) which is recorded within interest and accretion expense on the condensed interim consolidated statement of loss and comprehensive loss.

 

-18-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

The Company also issued 6,780,500 common shares in conjunction with those bonds.

 

   Amount 
Amount funded: Principal amount (US$10,500,000)  $14,175,000 
Transaction cash cost   (907,572)
Transaction shares issued cost   (1,356,100)
Amortization of transaction costs - accretion   569,868 
Adjustments on currency translation   8,781 
PAB loan balance as at 30 September 2024  $12,489,977 
Amortization of transaction costs - accretion   152,020 
Adjustments on currency translation   388,806 
PAB loan balance as at 30 September 2025  $13,030,803 
Amortization of transaction costs - accretion   (156,590)
Less: Principal amount repaid   (823,242)
Adjustments on currency translation   244,034 
PAB loan balance as at 30 June 2026   12,295,005 
      
Less: Current portion  $2,305,217 
Non-current portion  $9,989,788 

 

The Company has acted as a guarantor in securing the PAB loan payable, and the Company and its subsidiary, Ares Utah, have provided as collateral, interest in 5.5 out of 48 acres of Ares Utah’s rights, title and interest in property and fixtures (current and future) of the Company and its subsidiaries situated on the site funded by the PAB, the Project. In connection with the PAB loan payable, Ares Utah is subject to the following financial covenants:

 

Maintain coverage ratio covenant of at least 1.10 or above for each Fiscal Year commencing more than year after the completion of construction and installation of the Project.

 

The repayment commitment of 2023A Bonds has been described in the table below:

 

Financial year  Principal (USD)   Interest (USD) 
2027   665,000    957,250 
2028   730,000    887,500 
2029   805,000    810,750 
2030   880,000    726,500 
2031 and above   6,825,000    1,999,750 

 

-19-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

16) State of Utah loan payable

 

On 30 May 2025, the Company’s subsidiary, Ares Utah, signed a promissory note agreement with the State of Utah through the Permanent Community Impact Fund Board and received a total loan of US$11,000,000 at a simple interest rate of 4.50%. The loan matures on 1 May 2031 (“Maturity Date”) for payment in full with accrued interest. Ares Utah may, but is not obligated to make interim payments, of any amount, without penalty, and a final payment will be paid on the Maturity Date.

 

This loan is secured by and is entitled to the benefits and security contemplated by a Trust Deed Security Agreement and Fixture Filing (“Trust Deed”), covering real property and related improvements, and certain equipment, machinery and fixtures, situated in Millard County, Utah.

 

   Amount 
Principal amount  US$  11,000,000 
Less: Transaction cost   (836,500)
Amount funded, 30 May 2025   10,163,500 

 

State of Utah Loan Payable  30 June
2026
   30 September
2025
 
Balance – Amount funded (US$11,000,000)  $15,313,100   $15,313,100 
Transaction cash cost   (1,169,929)   (1,169,929)
Balance – Beginning of Year   14,403,425    - 
Interest and accretion of borrowing costs   578,548    256,006 
Adjustments on currency translation   314,653    4,248 
Balance – End of Period  $15,296,626   $14,403,425 

 

During the nine months period ended 30 June 2026, interest expense capitalized within construction in progress was US$418,147 (30 September 2025 – US$nil) the amortization of debt costs being recognized as accretion expense over the loan period totalling US$nil (30 June 2025 – US$nil) which are recorded within interest and accretion expense on the condensed interim consolidated statement of loss and comprehensive loss.

 

-20-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

17)Share capital

 

a)Authorized:

 

Unlimited common shares without par value.

 

b)Issued or allotted and fully paid:

 

During the nine months period ended 30 June 2026:

 

   Number of Shares   Amount 
Balance as at 1 October 2025   211,554,891   $51,538,331 
Shares issued for debt   6,386,565    1,851,770 
Shares issued for exercise of warrants   15,215,524    3,989,506 
Shares issued for convertible debt settlement   521,923    135,700 
Shares issued for LIFE Offering, net   37,777,444    15,289,136 
Shares issued for Sorbie (Note 7)   2,377,779    696,489 
Balance as 30 June 2026   273,834,126    73,500,932 

 

During the nine months period ended 30 June 2026:

 

The Company issued 6,386,565 common shares to settle liabilities totalling $1,851,770.

 

15,215,524 shares were issued for gross proceeds of $3,989,506 for exercised warrants.

 

Certain purchasers of the Company’s convertible debentures converted their sum of $100,000 principal and $35,700 interest to 521,923 Ares common shares. All shares issued are subject to a four-month hold period in accordance with applicable securities laws.

 

The Company closed two LIFE Offerings of units (each, a “Unit”) by issuing 37,777,444 Units at a price of $0.45 and $0.60 per Unit, for aggregate gross proceeds of $19,499,850. Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one-half of nontransferable common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one common share (each, a “Warrant Share”) at a price of $0.55 and $0.75 per Warrant Share for a period of two years.

 

In connection with the closing of those private placements, the Company paid aggregate cash finder’s fees of $1,267,966 and issued a total of 2,428,814 finder’s warrants. Each finder’s warrant is exercisable at $0.55 per common share for a period of two years from the respective closing dates and is subject to a four-month hold period.

 

The Company raised gross proceeds of $1,000,000 from Sorbie pursuant to a financing arrangement (October 2025) payable in 24 monthly settlement tranches, with settlements based on the volume-weighted average price of the Company’s common shares relative to a benchmark price of $0.63. In connection with the financing, the Company issued 2,222,223 units (Note 7), each consisting of one common share and one-half of a common share purchase warrant.

 

Each full warrant is exercisable for two years at an exercise price of $0.55 and $0.75 per share and is subject to a 9.99% ownership restriction.

 

-21-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

In connection with the financing, the Company entered into a Sharing Agreement structured as an equity swap arrangement governed by an ISDA Master Agreement and Credit Support Annex. Under the arrangement, $1,000,000 of credit support was posted and is released in equal monthly tranches over the 24-month term. If the settlement price exceeds the benchmark price, the Company receives more than 100% of the monthly tranche (uncapped). If the settlement price is below the benchmark price, the Company receives less than 100% on a pro rata basis.

 

Upon initial recognition, the units were recorded in exchange for a share proceeds receivable classified as a financial asset measured at fair value through profit or loss in accordance with IFRS 9, as the contractual cash flows are not solely payments of principal and interest. The units issued were measured based on the fair value of the share proceeds receivable, with proceeds allocated between Common Shares and warrants based on their relative fair values in accordance with IAS 32.

 

As consideration for entering into the Sharing Agreement, the Company agreed to a value payment of $70,000, and issued 155,556 common shares and 77,778 warrants. These issuances were accounted for in accordance with IFRS 2, Share-based Payment where warrants were allocated a value of $17,063 and common shares of $52,937 using the Black-Scholes model.

 

The Company also entered into a finder’s agreement providing for a $60,000 cash fee (6% of funds raised), calculated based on the 20-day volume-weighted average trading price preceding payment.

 

Upon initial recognition, the 2,222,223 units were recorded in exchange for a cash receivable classified as a financial asset measured at fair value through profit or loss. The half of warrants (1,111,112) were allocated a value of $202,816 and $696,489 to Common Shares.

 

During the year ended 30 September 2025:

 

The Company issued 18,004,197 common shares with a fair value of $4,043,832 to settle liabilities totalling $4,376,783, recognizing a gain of $332,951 on the consolidated statement of loss and comprehensive loss.

 

6,792,131 options were exercised for gross proceeds of $882,977 and fair value of $362,000 for exercised options.

 

Certain purchasers of the Company’s convertible debentures converted their sum of $1,070,900 principal and $319,227 interest to 5,346,642 Ares common shares. All shares issued are subject to a four-month hold period in accordance with applicable securities laws.

 

The Company closed the Offering of units (each, a “Unit”) by issuing 765,170 Units at a price of $0.18 per Unit, for aggregate gross proceeds of $137,731. Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one nontransferable Common Share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one Common Share (each, a “Warrant Share”) at a price of $0.26 per Warrant Share for a period of two years.

 

The Company raised gross proceeds of $1,000,000 from Sorbie pursuant to a financing arrangement payable in 24 monthly settlement tranches, with settlements based on the volume-weighted average price of the Company’s common shares relative to a benchmark price of C$0.1998. In connection with the financing, the Company issued 7,229,730 units (Note 7), each consisting of one Common Share and one non-transferable common share purchase warrant.

 

-22-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.26 and includes: (i) an acceleration provision permitting the Company to accelerate expiry if the ten-day volume-weighted average trading price equals or exceeds C$0.40, in which case the Warrants expire 30 days following notice; and (ii) a 9.99% ownership restriction.

 

As consideration for entering into the Sharing Agreement, the Company agreed to a value payment of $70,000, payable in cash or units at $0.1480 per unit. The Company elected to issue 472,973 units, each comprising one Common Share and one Warrant. These units were accounted for in accordance with IFRS 2, Share-based Payment.

 

The Company also entered into a finder’s agreement providing for a $60,000 cash fee (6% of funds raised) and 254,433 finder’s warrants, calculated based on the 20-day volume-weighted average trading price preceding payment. As at September 30, 2025, 875,000 agent warrants had been issued in connection with the 2024 and 2025 Sorbie tranches, with an aggregate fair value of $75,000 determined using the Black-Scholes option pricing model.

 

Upon initial recognition, the 7,229,730 units were recorded in exchange for a cash receivable classified as a financial asset measured at fair value through profit or loss. The Warrants were valued at $842,006 using the Black-Scholes option pricing model, and the Common Shares were valued at $1,373,649 based on the $0.19 closing market price on the issuance date. Based on relative fair values, $322,134 was allocated to Warrants and $519,872 to Common Shares.

 

The 472,973 units issued in settlement of the $70,000 value payment were measured at fair value on the date of issuance. The Warrants were valued at $55,684 using the Black-Scholes model and the Common Shares at $89,865 based on the $0.19 closing price. Based on relative fair values, $43,219 was allocated to Common Shares and $26,781 to Warrants.

 

c)Summary of stock option activity

 

The Company has adopted an incentive stock option plan to grant options to directors, officers, and consultants for up to 10% of the outstanding common shares. The Board of Directors determines the exercise price per share and the vesting period under the plan. The options can be granted for a maximum term of five years.

 

Stock option activity during the nine months period ended 30 June 2026 and the year ended 30 September 2025 is as follows:

 

Stock Option Activity  30 June
2026
   Weighted
Average
Exercise
Price
   30 September
2025
   Weighted
Average
Exercise
Price
 
Balance – Beginning of Year / Period   -   $-    21,793,053   $0.12 
Issued   7,100,000    0.63    -    - 
Exercised   -    -    (6,792,131)   0.13 
Expired   -    -    (15,000,922)   0.13 
Cancelled   (1,000,000)   0.63    -    - 
Balance – End of Year/ Period   6,100,000    0.63    -   $- 

 

-23-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

The Company cancelled and forfeited an aggregate of 1,000,000 options during the nine months period ended 30 June 2026 due to directors resigning from the Company.

 

Details of options outstanding as at 30 June 2026 and 30 September 2025 are as follows

 

Issuance Date  Expiry Date  Exercise
Price
   30 June
2026
   30 September
2025
 
23 January 2026  23 January 2028  $0.63    6,100,000    - 
                    6,100,000             - 

 

During the year ended 30 September 2025:

 

The Company did not grant any stock options during the year ended 30 September 2025.

 

Warrants

 

Warrant activity during the nine months ended 30 June 2026 and the year ended 30 September 2025 is as follows:

 

Warrant Activity  30 June
2026
   Weighted
Average
Exercise
Price
   30 September
2025
   Weighted
Average
Exercise
Price
 
Balance – Beginning of Year / Period   34,599,447    0.26    25,903,772    0.26 
Issued   22,639,759    0.63    8,898,446    0.25 
Exercised   (15,215,524)   0.26    -    - 
Expired   (1,030,987)   0.26    (202,771)   0.26 
Balance – End of Year / Period   40,992,695    0.46    34,599,447   $0.26 

 

During the nine months period ended 30 June 2026:

 

Details of warrants outstanding as at 30 June 2026 and 30 September 2025 are as follows:

 

Issuance Date  Expiry Date  Exercise
Price
   30 June
2026
   30 September
2025
 
31 May 2024  31 May 2026  $0.26    -    6,463,784 
7 June 2024  7 June 2026  $0.26    -    5,709,592 
28 June 2024  28 June 2026  $0.26    -    2,102,914 
16 July 2024  16 July 2026  $0.26    247,248    1,019,219 
1 August 2024  1 August 2026  $0.26    946,390    1,387,720 
11 September 2024  11 September 2026  $0.26    9,017,772    9,017,772 
7 October 2024  7 October 2026  $0.26    8,250    765,170 
11 March 2025  11 March 2028  $0.30    649,113    649,113 
8 April 2025  8 April 2028  $0.24    7,229,730    7,229,730 
30 May 2025  30 May 2028  $0.30    254,433    254,433 
16 October 2025  16 October 2027  $0.55    6,222,223    - 
21 October 2025  21 October 2027  $0.55    6,917,535    - 
03 February 2026  03 February 2028  $0.75    9,500,001    - 
            40,992,695    34,599,447 

 

As at 30 June 2026, the outstanding warrants have a weighted average remaining life of 1.19 years (2025 – 1.20 years) and a weighted average exercise price of $0.46 (2025- $0.26).

 

-24-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

d)Share-based payments

 

On 23 January 2026, the Company granted 7,100,000 (600,000 cancelled and 400,000 forfeited) stock options to directors and officers and consultants at an exercise price of CAD $0.63 per share, expiring 23 January 2028 and recognized share-based payments as follows:

 

   30 June
2026
   30 September
2025
 
Total Options Granted   6,300,000    - 
Average exercise price  $0.63   $- 
Estimated fair value of compensation  $1,217,000   $- 
Estimated fair value per option  $0.19   $- 

 

The fair value of the share-based payments of options to be recognized in the accounts has been estimated using the Black-Scholes Model with the following weighted-average assumptions:

 

   30 June
2026
   30 September
2025
 
Risk free interest rate   2.58%   - 
Expected stock price volatility   54%   - 
Expected option life in years   2    - 

 

The Black-Scholes Option Pricing Model was created for use in estimating the fair value of freely tradable, fully transferable options. The Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the highly subjective input assumptions can materially affect the calculated values, management believes that the accepted Black-Scholes model does not necessarily provide a reliable measure of the fair value of the Company’s stock option awards.

 

e)Non-controlling interest

 

On 16 October 2014, the Company entered into an investment agreement with OMC Investments Limited (“OMC”), of Hong Kong. The transaction closed on 28 November 2014, and the Company issued 19,048,000 units of the Company by way of private placement at a price of $0.05 per unit, for aggregate proceeds of $952,400. After the 20-for-1 share consolidation during the three months period ended 30 September 2018, OMC owns 952,400 units. Each Unit consisted of one common share and one common share purchase warrant. Each Warrant is exercisable for a period of six years from the date of closing of the private placement at an exercise price of $0.05. These warrants expired on 30 September 2018. OMC now holds approximately 5.93% of the issued and outstanding shares of the Company. The Company also issued 15 common shares of its subsidiary Canadian Iron to OMC, reducing its ownership share from 100% to 85%. Canadian Iron holds a 100% interest in Karas Iron and Griffith Iron. The Company’s interests in the Karas and Griffith properties are held in Karas Iron and Griffith Iron, respectively.

 

-25-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

In addition, the shareholders’ agreement with OMC will allow OMC to progressively earn additional equity in Canadian Iron, up to a total of 70% of Canadian Iron’s issued and outstanding shares, as follows:

 

an additional 30% for $8.2 million in funding from OMC for dewatering, resource drilling and environmental permitting (“Resource Definition Funding”);

 

an additional 5% for $2 million in total funding for a preliminary economic assessment, funded 70% by OMC and 30% by Ares; and

 

an additional 20% for $20 million in total funding for a feasibility study, funded 70% by OMC and 30% by Ares, and assuming the feasibility study establishes technical and economic viability.

 

Should either party not fully contribute its share of funding to both the preliminary economic assessment and feasibility study, it may face dilution.

 

In connection with this transaction, the Company has also agreed to enter into an option agreement with OMC on its other mineral properties. As of 30 September 2023, OMC has not entered into any option agreements related to the Company’s other mineral properties. Should OMC fund the full $8.2 million Resource Definition Funding, it has the right to acquire an 80% interest in either the El Sol, Whitemud and Papagonga properties. This may be increased to 90%, if within a five-year period after earning 80%, OMC funds an additional $1.5 million in expenditures on the property chosen.

 

The value attributed to the non-controlling interest in the Company as at 30 June 2026 is an accumulated deficit of $1,222,197 (30 September 2025 - $1,218,091). For the nine months period ended 30 June 2026, net loss and comprehensive loss of $4,106 (30 June 2025 – income of $1,191) has been attributed to the non-controlling interest in these Financial Statements.

 

18) Related party transactions and obligations

 

Parties are considered related in accordance with IAS 24, Related Party Disclosures. Related-party transactions are measured at the amounts agreed between the Company and the related parties under the applicable compensation, supply, service or other arrangements.

 

On June 4, 2026, the Company entered into a Debt Settlement and Subscription Agreement with James Walker, Chief Executive Officer (“CEO”) and a director of the Company, to settle outstanding debt totalling $984,213 CAD (which included $812,141 CAD in CAD and USD loan obligations and $172,072 CAD in accrued CEO service fees). Pursuant to the agreement, the Company issued 3,515,045 common shares at a price of $0.28 per share to fully satisfy and derecognize the outstanding debt obligations.

 

Mujim Group transactions

 

Shanghai Mujim Trading Co., Ltd. and associated entities (collectively, “Bob Li Group”) are related parties because Bob Li, a director of the Company, is also the managing director and chairman of Mujim. The Company entered into arrangements with Mujim for specialized fluorspar-processing equipment, plant components, shipment, installation guidance, technical support, commissioning and training for the Lumps Plant and Flotation Plant.

 

The transactions were non-arm’s-length and were recorded at agreed transaction amounts. The Company did not obtain an independent valuation or fairness opinion and therefore cannot represent that the amounts were equivalent to those that would have been agreed between unrelated parties.

 

At 30 June, 2026, construction in progress associated with the fluorspar Processing and Lumps Plant category attributable to Mujim was approximately $14,060,537, including $1,443,189 of additions during the nine months ended 30 June, 2026.

 

-26-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

The arrangements also provide for potential contractor compensation, a US$20-per-tonne technical-support fee after the facility operates within contractual parameters, a US$10-per-tonne agency fee on qualifying sales in Asia, and a potential production-output purchase-price adjustment. No amounts have been estimated in respect of these provisions as the applicable tonnage, duration and resulting exposure remain subject to confirmation under the agreement.

 

Key management and other related parties

 

The Company compensates certain key management personnel in the normal course of business. Key management includes executive officers and members of the Board of Directors. Transactions and balances with key management and related parties not otherwise disclosed in the Condensed Interim Financial Statements are summarized below.

 

Related Party Disclosure

 

Position & Nature of Transaction  Period(i)  Remuneration or fees(ii)   Share-based payments   Amounts Payable and Accrued Liabilities(iii) 
CEO and Director – Management fees  2026  $108,000   $-   $- 
   2025  $108,000   $-   $984,988 
CFO – Management fees  2026  $36,000   $-   $- 
   2025  $36,000   $-   $- 
CFO – Professional fees  2026  $62,085   $26,450   $16,485 
   2025  $81,875   $29,225   $19,471 
Directors (Bob Li Group & Michael Li) – Director fees & Plant related(iv)  2026  $1,443,689   $-   $53,250 
   2025  $750   $-   $165,353 
Former Director and VP of Explorations – Consulting fees  2026  $-   $-   $- 
   2025  $21,000   $-   $44,100 
Total  2026  $1,649,774   $26,450   $69,735 
   2025  $247,625   $29,225   $1,213,912 

 

(i)Fees are for the nine months ended 30 June 2026 and 2025.
(ii)Amounts disclosed were paid or accrued to the related party.
(iii)Balances are as at 30 June 2026 and 30 September 2025.
(iv)Director fees of $500, whereas $1,443,189 added to capitalized construction.

 

These transactions were in the normal course of operations, which is the amount of consideration established and agreed to by the related parties.

 

Accounts payable and accrued liabilities are unsecured, non-interest bearing and due on demand

 

Related-party transactions are measured at the amounts agreed between the Company and the applicable related parties or under the relevant compensation, loan, supply, service or settlement arrangements. Unless specifically disclosed, the Company did not obtain an independent valuation or fairness opinion and cannot confirm that the terms were equivalent to those obtainable from an unrelated party.

 

-27-

 

 

  Ares Strategic Mining Inc.
FOR THE NINE MONTHS ENDED 30 June 2026
(Unaudited)
Canadian Dollars

 

19) Segmented disclosure

 

The Company has one reportable segment, being the acquisition, exploration, and development of resource properties. The following table provides segmented disclosure of assets and liabilities based on geographic location:

 

(Rounded to 000’s)  Canada   US   Total 
30 June 2026               
Current Assets  $5,302,000    1,570,000    6,872,000 
Non-Current Assets             - 
Other non-current assets   4,464,000    56,065,000    60,529,000 
Resource properties   8,365,000    1,009,000    9,374,000 
Liabilities               
Current Liabilities   1,286,000    10,963,000    12,249,000 
Non- Current Liabilities   -    26,205,000    26,205,000 
30 September 2025               
Current Assets  $2,779,000   $8,052,000   $10,831,000 
Non-Current Assets               
Other non-current assets   4,739,000    29,479,000    34,218,000 
Resource properties   5,978,000    2,844,000    8,822,000 
Liabilities               
Current Liabilities   1,649,000    10,008,000    11,657,000 
Non-Current Liabilities   -    26,168,000    26,168,000 

 

20) Capital management

 

The Company’s capital consists of shareholders’ equity and it has capital resources of cash. The Company’s objective when managing capital is to maintain adequate levels of funding to support the development of its businesses and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing, selling assets, and incurring debt. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. The Company invests all capital that is surplus to its immediate operational needs in short-term, highly liquid, high-grade financial instruments. There were no changes to the Company’s approach to capital management during the year. The Company is not subject to externally imposed capital requirements. The Company does not currently have adequate sources of capital to complete its exploration plan, current obligations and ultimately the development of its business, and will need to raise adequate capital by obtaining equity financing, selling assets and incurring debt. The Company may raise additional debt or equity financing in the near future to meet its current obligations.

 

21) Commitments and contingencies

 

The repayment of USDA, PAB loans, State of Utah, and convertible debt interest is described within respective notes.

 

As at 30 June 2026, the Company is aware of a claim filed in the Ontario Superior Court of Justice on 9 August 2024 pertaining to an Asset Purchase Agreement entered into on 22 July 2022. The claimant has alleged that the Company breached the Binding Letter of Offer dated 18 August 2022 where the Company paid $1,250,000 out of a total purchase price deposit amount of $2,150,000. The claimant is seeking the remaining portion of the purchase price deposit in the amount of $900,000 and pre-and post-judgement interest at the prime rate of the Bank of Nova Scotia plus 12%, and the costs of the claim plus all applicable taxes. The Company has assessed that the claimant cannot demonstrate a loss because of the Company’s decision to terminate the Binding Letter of Offer. Based on the Company’s assessment, the claim is not expected to have a significant impact on the Company’s Financial Statements. Therefore, no liability has been recorded in relation to this claim as of 30 June 2026.

 

22) Subsequent events

 

Subsequent to the reporting period, the following events occurred:

 

i)The Company granted 12,000,000 stock options to its directors and officers at an exercise price of $0.365 and expiring on 17 August 2028.

 

ii)1,193,638 warrants expired unexercised.

 

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