Ares Strategic Mining : For the Three Month Period Ended 31 December 2022

2023

Ares Strategic Mining Inc.

Management's Discussion and Analysis

For the Three Month Period Ended 31 December 2022

Stated in Canadian Dollars

DATE: 28 FEBRUARY 2023

ARES STRATEGIC MINING INC.

FOR THE THREE MONTHS PERIOD ENDED 31 DECEMBER 2022

Canadian Dollars

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

TO OUR SHAREHOLDERS

This Management Discussion and Analysis ("MD&A") supplements - but does not form part of - the Condensed Interim Consolidated Financial Statements for the for the period ended 31 December 2022. Consequently, the following discussion and analysis of the financial condition and results of operations for Ares Strategic Mining Inc. ("Ares" or the "Company"), formerly Lithium Energy Products Inc., should be read in conjunction with the Condensed Interim Consolidated Financial Statements for the period ended 31 December 2022, and the related notes therein, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"), consistently applied.

Discussion of the Company, its operations and associated risks are further described in the Company's filings, available for viewing at www.sedar.com. A copy of this MD&A will be provided to any applicant upon request.

ARES STRATEGIC MINING INC.

FOR THE THREE MONTHS PERIOD ENDED 31 DECEMBER 2022

Canadian Dollars

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

FORWARD-LOOKINGSTATEMENTS

Certain statements contained in the following MD&A and elsewhere constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth in the Company's filings and herein. Additional information regarding the Company, including copies of the Company's continuous disclosure materials is available through the SEDAR website at www.sedar.com.

The table below sets forth the significant forward-looking information included in this MD&A:

Forward-Looking Information

Key Assumptions

Most Relevant Risk Factors

Future funding for ongoing	Ares has the resources to fund their
operations	ongoing operations and the ability
	to raise the funds for further
	operations which exceed current
	resources.

Ares has disclosed that this may be difficult and failure to raise these funds will materially impact the Company's ability to continue as a going concern.

Proving Ares' deposits economic	Deposits are either economically
viability.	viable or Ares can obtain new
	sources of minerals for exploitation,
	trading or offtake agreements.

Lack of information to assess corporate and mining strategy for the existing assets.

Proving Ares' deposits processing ability.

Ares intends to acquire further properties to expand their mining and supply operations.

Ares intends to enter into MOUs with several customers to ensure a customer base exists for Ares products.

Ares intends to arrange financing for the development of its current properties

Ares intends to acquire operational projects to improve its cashflow

Ares' deposit compositions are favourable towards economically recovering minerals.

Properties demonstrating economic potential and have existing supportive infrastructure can be located and acquired.

Potential customers are willing to commit to mineral acquisition from Ares prior to exploration completion and exploitation.

The Company and its properties can prove economic potential and attract investment.

The Company will have the resources and/or means to acquire such projects.

Lack of information to assess asset grade.

Prospective acquisitions do not demonstrate sufficient potential and viability to justify acquisition.

Potential Ares customers may overstate the quantities they intend to purchase as they are currently predictive.

Ares is unable to attract investment and must investigate alternate strategies.

Ares is unable to acquire the necessary investment and must investigate alternate strategies.

ARES STRATEGIC MINING INC.

FOR THE THREE MONTHS PERIOD ENDED 31 DECEMBER 2022

Canadian Dollars

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

Ares intends to investigate and determine the most suitable technology and mining practices for its projects.

Ares intends to use several exploration methods to gain better insight into its deposits for the purposes of mine design and exploitation optimisation.

The Company has the expertise and connections to reasonably inform their decision-making processes.

The Company can source the best personnel to undertake the work necessary to obtain the detailed geological and geophysical information required.

Being unable to locate the most suitable technology and practises and running a sub-optimal operation.

Defining improper requirements for the contracted personnel.

Ares intends to purchase equipment tailored to the geology and composition of its material.

Bench testing and metallurgy return results able to provide the Company with information upon which the plant design and setup can be determined.

Lab work could be undertaken which provides results that provide insufficient information to reliably determine the best equipment.

Ares intends to acquire a second industrial site with rail access, for the purposes of constructing a second processing facility.

The necessary utility upgrades and infrastructure can be supplied to site to make it sufficient for operations.

City site objections to operations.

Ares intends to examine the possibility of creating spin-off companies for its non-core projects.

The increase of value to the	Regulator and Exchange approval.
investor from the creation of any
new company, or from the share
position in another company.

QUALIFIED PERSON

The technical and scientific information in this document has been reviewed and approved by Paul Sarjeant, P.Geo., a Qualified Person as defined by National Instrument 43-101 ("NI 43-101"). He is the Company's VP of Exploration, Director, and shareholder.

FUTURE OUTLOOK

Ares intends to upgrade and increase the heavy equipment at the mine site, as well as construct mineworks which allow the Company to exploit the fluorite resources available more fully.

Ares will develop its industrial ground for an expanded processing operation and install revamped and greater infrastructure to support its enlarged operation.

Ares intends to partner with a multinational supplier of fluorspar to act as distributor for its product.

Ares intends to install a professional staff able to manage the mining operations at its Lost Sheep Fluorspar mine project.

ARES STRATEGIC MINING INC.

FOR THE THREE MONTHS PERIOD ENDED 31 DECEMBER 2022

Canadian Dollars

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

Ares will employ experienced mining and process engineers to act in concert with its management team, to verify and ensure that all steps taken to advance its projects are considered and objective, so the optimum outcome can be obtained.

Ares will identify the most suitable processing equipment to ensure that its manufactured products are industry competitive and economically viable.

Ares will begin preliminary work on the Liard project in preparation for developing the project towards production.

Ares will examine its long-term goal of establishing a hydrofluoric acid facility to manufacture HF from its processed product line.

Ares intends to renovate its reserved UP rail spur, or alternatively purchase industrial land with a rail spur, to assist with shipping its products.

CORPORATE OVERVIEW

The Company changed its name to Ares Strategic Mining Inc. with the Ontario Registry effective 13 February 2020. The TSX Venture Exchange ("TSXV") approved the change of name to "Ares Strategic Mining Inc." and the concurrent change of the Company's stock symbol to "ARS". The Company transitioned to the Canadian Securities Exchange and began trading at the opening of the market on the 22 October 2021.

Ares is a publicly traded junior mining Company whose principal business is identifying and mining. Currently, the Company is focusing on progressing its fluorspar projects towards exploitation, production and supplying metspar and acidspar to the markets.

Ares has at its disposal, geologists, geophysicists, mining engineers and market experts responsible for developing the project towards production.

The Company's business is managed by specialist staff and experts with diverse experience across the entire mineral resource industry. The Company has a proven track record of identifying viable mineral deposits and progressing these discoveries to operation and sale.

SIGNIFICANT EVENTS AND TRANSACTIONS DURING THE PERIOD

On 11 October 2022, Ares announced that it has entered into an arrangement agreement with its wholly owned subsidiary, Enyo Strategic Mining Inc. ("Enyo"), pursuant to which the Company intends to transfer all its rights, title and interest in and to its Liard property and Vanadium Ridge Property located in British Columbia, Canada.

On 7 Nov 2022, Ares announced that it entered into a binding letter of offer (the "Binding Offer") with a court- appointed monitor (the "Monitor") to acquire (the "CCAA Acquisition") certain mineral resources entities (the "Target Entities") pursuant to proceedings initiated by the Target Entities under the Companies' Creditors Arrangement Act (Canada) (the "CCAA Proceedings").

On 22 November 2022, Ares announced that it intends to undertake an offering (the "Offering") of secured convertible debentures in the aggregate principal amount of $1,000,000 (the "Debentures"), for the purposes of a

potential mine acquisition. The Company intends to use the majority of the proceeds of the Debentures to finance