X-energy and Ares Acquisition Corporation Announce Additional Committed Capital and Attractive Strategic Updates to Business Combination

Acquisition Corporation Announce Additional Committed Capital and Attractive Strategic Updates to Business Combination  

Ares Management Upsizes Total Commitment to $80 Million with $50 million PIPE Investment 

X-energy Founder Kam Ghaffarian Commits Approximately $30 million

X-Energy’s Pre-Money Equity Value Revised to $1.05 Billion Under Amended Terms, Providing a Compelling Entry Point for Investors 

ROCKVILLE, MD and NEW YORK, NY – September 13, 2023 (BUSINESS WIRE) – X-Energy Reactor Company, LLC (“X-energy”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, and Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company, announced today strategic updates to their previously announced business combination.

Ares Management Corporation (NYSE: ARES) (“Ares”) has committed to a PIPE investment comprising $50 million of convertible preferred stock (the “PIPE”) in the combined company, and X-energy Founder and Executive Chairman, Kam Ghaffarian, Ph.D., has agreed to contribute approximately $30 million to repay certain of X-energy’s outstanding debt and will receive an additional approximately $30 million of PIPE shares upon the closing of the transaction. The PIPE investment and contribution (the “Investments”) are anticipated to close in connection with the completion of the business combination. When combined with Ares’ existing $30 million investment funded shortly after the transaction announcement in December 2022, Ares will have invested a total of $80 million in X-energy upon the closing of the business combination.

Combined with X-energy’s $103 million C-2 private financing and cash-in-trust, this additional capital is expected to deliver approximately $534 million to the combined company, assuming no redemptions by AAC shareholders in connection with the shareholder vote to approve the business combination. The additional capital will help accelerate the development and deployment of X-energy’s advanced technology.

In connection with the Investments, X-energy and AAC have amended the terms of their business combination agreement to revise X-energy’s pre-money equity value to $1.05 billion from $1.8 billion. After adjusting for market conditions, X-energy and AAC believe the amended terms provide an even more attractive entry point for investors to participate in the potential long-term upside of X-energy’s leading nuclear technology and future energy market position. X-energy and AAC are committed to driving long-term value creation for all stakeholders.

“The transition to clean energy is rapidly accelerating across the globe and nuclear is well-positioned to lead the way as a clean, safe, secure and affordable solution,” said Kam Ghaffarian, Ph. D., Founder and Executive Chairman of X-energy. “The additional investments from Ares and myself provide added capital to help accelerate X-energy’s ability to deliver advanced small modular nuclear reactor technology. We are committed to aligning ourselves with shareholders and the updated valuation underscores that alignment.”

“We are pleased to receive these latest commitments from Ares and Kam, which we believe reflect the robust demand for our proprietary technology and our ability to deliver cost-effective, safe and zero-carbon energy for customers and communities,” said J. Clay Sell, Chief Executive Officer of X-energy. “At the same time, we recognize the opportunity presented by evolving market dynamics to revise the valuation of the transaction and provide a more attractive entry point for investors. We appreciate the continued support from Ares as X-energy remains focused on executing against our strategy for long-term growth.”

"As we continue to make progress toward the completion of the business combination, we are pleased to reaffirm our alignment with our shareholders through an upsized post-closing commitment of $50 million and a revised valuation,” said David Kaplan, Co-Chairman and Chief Executive Officer of AAC and Co-Founder, Director and Partner of Ares. “We look forward to welcoming additional investors who have the opportunity to participate in the future upside of X-energy as a differentiated leader in affordable clean energy generation.”

Transaction Details

In December 2022, X-energy entered into a definitive business combination agreement with AAC. Upon the closing of the transaction, which is expected to be completed in the fourth quarter of 2023, the combined company will be named X-Energy, Inc. and its Class A common stock and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement (as defined below) being declared effective by the Securities and Exchange Commission (the “SEC”), and other customary closing conditions.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

About Ares Acquisition Corporation

Ares Acquisition Corporation (NYSE: AAC) is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-Energy Reactor Company, LLC (“X-energy”), AAC filed a registration statement on Form S-4 on January 25, 2023 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto, filed on March 24, 2023, June 12, 2023, July 3, 2023 and July 25, 2023, respectively, the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination and the Investments, the anticipated timing of the Business Combination and the Investments, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with the Business Combination; (2) the inability to complete the Business Combination or related transactions, including the Investments, as a result of redemptions or otherwise; (3) the inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in the Business Combination as a result of redemptions or otherwise; (4) the failure to obtain additional funding from the U.S. government or our ARDP partner for the ARDP; (5) unexpected increased project costs, increasing as a result of macroeconomic factors, such as inflation and rising interest rates; (6) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (9) costs related to the Business Combination and the Investments; (10) changes in the applicable laws or regulations; (11) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (12) the persistent impact of the global COVID-19 pandemic; (13) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (14) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (15) whether government funding for high assay low enriched uranium for government or commercial uses will result in adequate supply on anticipated timelines to support X-energy’s business; (16) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (17) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (18) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (19) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-Energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the Registration Statement and the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Neither X-energy

nor AAC gives any assurance that either X-energy or AAC, respectively, will achieve its expectations.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

CONTACTS

X-energy 

Media:
Robert McEntyre
media@x-energy.com

Ares Acquisition Corporation

Investors:

Carl Drake and Greg Mason

+1-888-818-5298

IR@AresAcquisitionCorporation.com

Media:

Jacob Silber

+1-212-301-0376

media@aresmgmt.com

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X-energy Announces Appointment of Gregory J. Goff to Board of Directors

ROCKVILLE, Maryland, August 7, 2023 – X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, today announced the appointment of Gregory J. Goff to the Company’s Board of Directors (the “Board”), effective immediately.

Mr. Goff currently serves on the boards of Exxon Mobil Corporation (NYSE: XOM) (“Exxon”) and Avient Corporation (NYSE: AVNT) (“Avient”). Mr. Goff is also the founder and president of G&S Energy, a company focused on creating businesses in the energy sector, and GJG Development, a real estate development company.

Previously, Mr. Goff served as the Executive Vice Chairman of Marathon Petroleum Corporation (NYSE: MPC) (“Marathon Petroleum”), an integrated downstream energy company, until his retirement in 2019. He joined Marathon Petroleum in 2018 following its acquisition of Andeavor, a leading petroleum refining and marketing company. From 2010 to 2018, he served as President and Chief Executive Officer of Andeavor, and as its Chairman from 2014 to 2018. In 2018, Harvard Business Review named Mr. Goff one of the “Best-Performing CEOs in the World.” Prior to joining Andeavor, Mr. Goff had an almost 30-year career with ConocoPhillips, during which he held various senior leadership positions in exploration and production and downstream and most recently served as Senior Vice President of commercial businesses from 2008 to 2010.

Mr. Goff is the Executive Director of the GGoff Foundation and founder of the Goff Strategic Leadership Center at the University of Utah and serves on the National Advisory Board for the University of Utah’s David Eccles School of Business. Mr. Goff holds a BS and an MBA from the University of Utah.

“We are thrilled to welcome Greg to the Board of X-energy. This is a momentous time for the Company as we are poised to address the critical needs of customers for clean, affordable, safe, and reliable energy,” said X-energy founder and Executive Chairman Kam Ghaffarian. “Greg brings an exceptional reputation and a nearly 40-year track record in the energy industry, including his tenure on the Exxon and Avient boards and past experience as an executive at Marathon Petroleum, Andeavor, and ConocoPhillips. We believe his significant leadership, operational, and governance experience will be critical to our transformation to and growth as a public company.”

“With its safe, advanced nuclear design, growing customer pipeline, and attractive business model, I believe X-energy is at the forefront of the commercialization and adaptation of advanced nuclear in order to achieve U.S. and global decarbonization, national security, and economic security objectives,” said Mr. Goff. “I am honored to join the Board and look forward to working with the team as we build-out clean and stable generation resources to address the global need for clean energy.”

As previously announced, X-energy has entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 on January 25, 2023, as amended by Amendment No. 1 thereto, filed on March 24, 2023, Amendment No. 2 thereto, filed on June 12, 2023, Amendment No. 3 thereto, filed on July 3, 2023 and Amendment No. 4 thereto, filed on July 25, 2023 (the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates, expectations with regards to X-energy’s partnership with Dow and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) the inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) the failure to obtain additional funding from the U.S. government or our ARDP partner for the ARDP; (5) unexpected increased project costs, increasing as a result of macroeconomic factors, such as inflation and rising interest rates; (6) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (7) the risk that any proposed business combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (9) costs related to the proposed business combination; (10) changes in the applicable laws or regulations; (11) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (12) the persistent impact of the global COVID-19 pandemic; (13) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (14) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (15) whether government funding for high assay low enriched uranium for government or commercial uses will result in adequate supply on anticipated timelines to support X-energy’s business; (16) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (17) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (18) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (19) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-Energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described under “Additional Information and Where to Find It” .in the preceding paragraph.

Additional Information and Where to Find It

X-energy

Media:
Robert McEntyre
media@x-energy.com

AACres Ares Acquisition Corporation

Investors:
Carl Drake and Greg Mason
+1-888-818-5298
R@AresAcquisitionCorporation.com

Media:
Jacob Silber
+1-212-301-0376
media@aresmgmt.com

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Energy Northwest and X-energy Sign Joint Development Agreement for Xe-100 Advanced Small Modular Reactor Project

Energy Northwest and X-energy Sign Joint Development Agreement for Xe-100 Advanced Small Modular Reactor Project

Project to potentially deploy up to 12 Xe-100 modules, 960 MW of Carbon-Free Power

RICHLAND, Washington and ROCKVILLE, Maryland – July 19, 2023 – Energy Northwest, a premier provider of carbon-free electricity, and X-Energy Reactor Company, LLC (“X-energy”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, today announced the signing of a joint development agreement (“JDA”) for up to 12 Xe-100 advanced small modular reactors in central Washington capable of generating up to a total of 960 megawatts of carbon-free electricity. Energy Northwest expects to bring the first Xe-100 module online by 2030.

Energy Northwest owns or operates numerous clean energy generating facilities throughout the Northwest region of the United States, including Columbia Generating Station in Richland, which is the only commercial nuclear energy facility in the region. Under the JDA, the Xe-100 project is expected to be developed at a site controlled by Energy Northwest adjacent to Columbia Generating Station.

Energy Northwest and X-energy have engaged extensively on plans for an Xe-100 facility in central Washington since 2020. The JDA defines and details the scope, location, and schedule under which the commercial development of the project will move forward. The companies will also work together to determine the best approaches to licensing and regulatory matters, as well as the project delivery model.

“Energy Northwest’s mission is to provide the region with clean, reliable and affordable electricity, and X-energy’s innovative advanced reactor technology will be a valuable addition to our existing portfolio of carbon-free electric generating resources,” said Bob Schuetz, CEO of Energy Northwest. “As the Northwest region of the United States pursues a future clean energy grid, it is clear it will need new sources of dependable, carbon-free power. X-energy’s Xe-100 advanced reactor technology possesses many attributes ideally suited to a carbon-constrained electric system, and this agreement reflects our determination to deliver the technologies to meet growing clean energy needs.”

“Energy Northwest is a leader in building the clean energy grid, and the advancement of our partnership is expected to help meet growing commercial and household demand for reliable carbon-free energy across the state of Washington,” said J. Clay Sell, CEO of X-energy. “X-energy is eager to bring the insights and learnings from our ARDP experience to successfully deliver an Xe-100 nuclear power plant in central Washington. Energy Northwest’s experience as a leading nuclear operator in the region uniquely positions it to showcase the benefits and scalability of advanced nuclear.”

Each Xe-100 module can provide 80 megawatts of full-time electricity or 200 megawatts of high-temperature steam. X-energy’s innovative and simplified modular design is road-shippable and intended to drive scalability, accelerate construction timelines and create more predictable and manageable construction costs. The Xe-100 high-temperature gas-cooled reactor technology can power a broad range of applications through its high-temperature steam output that can address the needs of large regional electricity providers as well as industrial manufacturing systems.

As previously announced in May 2023, Dow Inc. (NYSE: DOW) selected its UCC Seadrift Operations manufacturing site on the Texas Gulf Coast for X-energy’s first deployment of the Xe-100 as part of the U.S. Department of Energy’s Advanced Reactor Demonstration Program (“ARDP”). X-energy was awarded $1.2 billion from the U.S. Department of Energy in 2021 under the ARDP in federal cost-shared funding to develop, license, build and demonstrate an operational advanced reactor and fuel fabrication facility by the end of the decade. 

Additional Attributable Quotes:

United States Representative Dan Newhouse, 4th District of Washington

• “It is exciting to see Energy Northwest and X-energy keep Central Washington at the forefront of energy innovation in this country while delivering on the growing need for clean energy technologies. Advanced nuclear technology is bringing next-generation development to the marketplace, strengthening our nation's energy security and providing economic security for businesses in the Tri-Cities and beyond. I look forward to seeing the great benefits this project will bring to our communities and our nation.”

Nick Bumpaous, president of Central Washington Building & Construction Trades

• “For generations, the Central Washington Building and Construction Trades Unions have provided the highest level of skill, talent and professionalism to our industry and our community. Today’s historic announcement between Energy Northwest and X-energy will not only secure Washington’s ability to provide clean, affordable, and dispatchable energy throughout our region, but will supply job opportunities for hundreds of our members and their families. On behalf the over 20,000 working families, their Unions, and our partner contractors, we are excited to be a part of this extremely important project.”

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About Energy Northwest

Energy Northwest is a Washington state public power joint operating agency and a premier provider of carbon-free electricity. Energy Northwest comprises 28 public power member utilities, serving more than 1.5 million customers, and provides its members and regional customers with safe, reliable, cost-effective, responsible power generation and innovative energy and business solutions. The agency owns and operates hydroelectric, solar, battery storage, wind and the Northwest's only nuclear power facility. Energy Northwest also delivers transportation electrification infrastructure and explores new generation projects to the benefit of public power.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the summer of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com. 

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 on January 25, 2023, as amended by Amendment No. 1 thereto, filed on March 24, 2023, Amendment No. 2 thereto, filed on June 12, 2023 and Amendment No. 3 thereto, filed on July 3, 2023 (the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL. CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates, expectations with regards to X-energy’s partnership with Dow and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) the inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) the failure to obtain additional funding from the U.S. government or our ARDP partner for the ARDP; (5) unexpected increased project costs, increasing as a result of macroeconomic factors, such as inflation and rising interest rates; (6) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (7) the risk that any proposed business combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (9) costs related to the proposed business combination; (10) changes in the applicable laws or regulations; (11) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (12) the persistent impact of the global COVID-19 pandemic; (13) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (14) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (15) whether government funding for high assay low enriched uranium for government or commercial uses will result in adequate supply on anticipated timelines to support X-energy’s business; (16) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (17) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (18) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (19) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-Energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Energy Northwest
Jason Herbert
jcherbert@energy-northwest.com
+1-703-622-2010

X-energy

Media:
Robert McEntyre
media@x-energy.com

 
Ares Acquisition Corporation

Investors:
Carl Drake and Greg Mason

+1-888-818-5298
IR@AresAcquisitionCorporation.com

Media:
Jacob Silber
+1-212-301-0376
media@aresmgmt.com

---

X-energy and Ares Acquisition Corporation Announce Strategic Update to Business Combination Terms to Reinforce Long-Term Value Creation Opportunity and Alignment with Shareholders

• Updated Terms Establish More Attractive Investment Entry Point for Shareholders

• Companies Reaffirm Commitment to Complete Transaction

• X-energy Completes Key Milestones for Advanced Nuclear Reactor and Provides Updates to Project Cost Estimates

ROCKVILLE, Maryland. and NEW YORK – June 12, 2023 - X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, and Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company, announced today a strategic update to their previously announced business combination agreement that revises the valuation of the transaction. Under the amended terms, X-energy’s pre-money equity value has been revised to $1.8 billion from approximately $2.1 billion. By establishing a more attractive entry point for investors, X-energy and AAC believe the revised valuation reinforces the long-term value creation opportunity for, and the companies’ alignment with, shareholders.

X-energy also announced the completion of key engineering and design milestones as its Xe-100 advanced small modular nuclear reactor (“SMR”) has progressed from basic design to the Final Design Readiness Review phase. Reaching this phase demonstrates the substantial progress the Company has made to develop and eventually deploy an innovative advanced nuclear facility through the U.S. Department of Energy’s (“DOE”) Advanced Reactor Demonstration Program (“ARDP”) to provide clean, safe, zero-carbon energy for a broad range of uses and applications that meet customers’ unique needs.

X-energy has invested significant engineering hours in developing its technology, including approximately 800,000 hours in its Xe-100 design, 250,000 hours in its TRISO-X nuclear fuel design, and 117,000 hours in pre-application engagements, reviews, and interactions with the U.S. Nuclear Regulatory Commission (“NRC”) in preparation for the submission of the ARDP project Construction Permit application to the NRC. As a result, key Xe-100 subsystems are now significantly more defined and developed, and X-energy's manufacturing, construction, and supply chain partners are deeply integrated with the Company to provide input on detailed design, constructability, and associated costs.

The Company completed its most recent review of design processes and related costs on March 31, 2023. As a result, X-energy updated its cost estimates to complete the full ARDP scope to a total of between $4.75 and $5.75 billion. This scope includes the design and licensing of the Xe-100 standard plant, the design, licensing, and construction of the TRISO-X commercial fuel fabrication facility, and the construction of a four-unit Xe-100 facility at the Dow Inc. (“Dow”) UCC Seadrift Operations site (the “Seadrift site”) in Texas. Approximately 15% to 17.5% of the total ARDP project costs are assumed to be paid by X-energy. The Company’s updated program cost estimate reflects, among other factors, inflationary pressures for construction materials, higher-than-expected labor costs, increasing interest rates, supply chain constraints for equipment, and maturation in the design of the Xe-100, as well as a shift in program scope from an electric-generation-only plant to a combined steam and power project at the Seadrift site that results in an extension of some program elements to 2030.

This range of estimated costs does not account for any site-specific cost adjustments related to the Seadrift site, which was announced as the location of the Xe-100 facility after this estimate was prepared, or Dow’s engagement in the ARDP project, which in large part began after this estimate was prepared. Dow and X-energy believe that both of those factors could ultimately lead to a reduction in costs and intend to work collaboratively to reduce costs where possible.

“Together with our customers and partners, we are steadfast in our commitment to deliver and scale our technology at costs competitive to more conventional or carbon-intensive energy production methods,” said J. Clay Sell, Chief Executive Officer of X-energy. “Meeting critical engineering and design milestones has given us detailed insight into the impact of external market conditions on our cost profile. We believe our revised valuation provides a compelling opportunity for investors seeking to build long-term value around providing clean, safe, zero-carbon energy to a wide range of customers and applications. We are confident that our progress in developing the advanced nuclear supply chain will put X-energy in a strong position to build capacity and scale for future projects.”

"We reaffirm our support of this business combination and our conviction that X-energy is poised to be a differentiated leader in the global clean energy market,” said David Kaplan, Co-Chairman and Chief Executive Officer of AAC and Co-Founder, Director and Partner of Ares Management Corporation. “Following the recent work of our teams, we believe this amended business combination agreement appropriately recalibrates the valuation and reflects our alignment with our shareholders and the opportunity to create attractive, long-term value. With X-energy’s proprietary technology and competitive advantages in combination with its strategic relationships with Dow and OPG, we believe X-energy is well-positioned to meet the rapidly growing global demand for reliable, affordable energy.”

Transaction Details

In December 2022, X-energy entered into a definitive business combination agreement with AAC. Upon the closing of the transaction, which is expected to be completed in summer 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement (as defined below) being declared effective by the Securities and Exchange Commission (the “SEC”), and other customary closing conditions.

As previously announced, existing X-energy equity holders will roll 100% of their equity interests into the combined company. Institutional and strategic investors have invested or committed up to $148 million in financing, which combined with approximately $485 million of cash held in AAC’s trust account as of March 31, 2023, assuming no redemptions by AAC shareholders, will result in $515 million of cash to the combined company balance sheet, after fees. Immediately following the consummation of the transaction and assuming none of AAC’s existing shareholders exercise their redemption rights, X-energy’s existing equity holders are expected to hold approximately 72% of the issued and outstanding shares of common stock of the combined company.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 on January 25, 2023, as amended by Amendment No. 1 thereto, filed on March 24, 2023 (the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates, expectations with regards to X-energy’s partnership with Dow and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) the inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) the failure to obtain additional funding from the U.S. government or our ARDP partner for the ARDP; (5) unexpected increased project costs, increasing as a result of macroeconomic factors, such as inflation and rising interest rates; (6) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (7) the risk that any proposed business combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (9) costs related to the proposed business combination; (10) changes in the applicable laws or regulations; (11) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (12) the persistent impact of the global COVID-19 pandemic; (13) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (14) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (15) whether government funding for high assay low enriched uranium for government or commercial uses will result in adequate supply on anticipated timelines to support X-energy’s business; (16) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (17) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (18) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (19) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-Energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

X-energy

Media:
Robert McEntyre
media@x-energy.com

Ares Acquisition Corporation

Investors:

Carl Drake and Greg Mason

+1-888-818-5298

IR@AresAcquisitionCorporation.com

Media:

Jacob Silber

+1-212-301-0376
media@aresmgmt.com

---

Dow’s Seadrift, Texas location selected for X-energy advanced SMR nuclear project to deliver safe, reliable, zero carbon emissions power and steam production

• Seadrift site’s power and steam needs match capabilities of X-energy’s Xe-100 small modular reactor 

• Dow and X-energy to prepare and submit Construction Permit applications to the U.S. Nuclear Regulatory Commission 

• Project expected to be complete by the end of the decade

MIDLAND, Michigan and ROCKVILLE, Maryland– May 11, 2023 - Dow (NYSE: DOW), the world’s leading materials science company, and X-Energy Reactor Company, LLC (“X-energy”), a leading developer of advanced nuclear reactors and fuel technology for clean energy generation, announced today that Dow has selected its UCC Seadrift Operations manufacturing site (“Seadrift or the “site”) in Texas for its proposed advanced small modular reactor (“SMR”) nuclear project. The project is focused on providing the Seadrift site with safe, reliable, zero carbon emissions power and steam as existing energy and steam assets near their end-of-life.

Dow and X-energy previously announced their entry into a joint development agreement (“JDA”) to install an advanced SMR nuclear plant at an industrial site in North America. The U.S. Department of Energy (“DOE”) named Dow a sub-awardee under X-energy’s Advanced Reactor Demonstration Program (“ARDP”) Cooperative Agreement. The JDA provides for up to $50 million in engineering work, up to half of which is eligible to be funded through ARDP, and the other half by Dow.

The project is expected to reduce the Seadrift site's emissions by approximately 440,000 MT CO2e/year. Dow and X-energy will now prepare and submit a Construction Permit application to the U.S. Nuclear Regulatory Commission (“NRC”), an important milestone to bringing the project to fruition. Construction on the four-reactor project is expected to begin in 2026 and to be completed by the end of this decade.

Dow’s Seadrift site covers 4,700 acres and manufactures more than 4 million pounds of materials per year used across a wide variety of applications including food packaging and preservation, footwear, wire and cable insulation, solar cell membranes, and packaging for medical and pharmaceutical products.

X-energy was selected by the DOE in 2020 to develop, license, build, and demonstrate an operational advanced reactor and fuel fabrication facility by the end of the decade. Since that award, X-energy has completed the engineering and basic design of the nuclear reactor, has begun development and licensing of a fuel fabrication facility in Oak Ridge, Tennessee, and is now working with Dow to prepare applications to the NRC for Construction Permits at the Seadrift site.

Attributable quotes:

Jim Fitterling, Dow chairman and CEO

• “Advanced nuclear has attractive advantages over other sources of clean power, including a compact footprint, competitive cost, and enhanced power and steam reliability. The Seadrift site plays an important role in further advancing Dow’s sustainability goals, as evidenced by our increasing growth and investment at the site. We are excited to have the support of our local community, the DOE, and State of Texas as we progress on this important project.”

• “Our advanced nuclear project is another example of Dow leading the way and showing industry the path toward a lower carbon future. Alongside Dow’s key decarbonize and grow projects in Alberta and Terneuzen, as well as our circularity projects around the globe, we are positioned to drive growth by delivering sustainable products.”

Clay Sell, X-energy CEO

• “X-energy will deliver our innovative technology to the Texas Gulf Coast to efficiently and reliably decarbonize the Seadrift Site’s heat and power assets. We will showcase the unique versatility and wide range of applications of the Xe-100 advanced small modular nuclear reactor for energy production and manufacturing. This project will serve as a model for how we can decarbonize processes to create the products relied upon by people all over the world.”

Governor Greg Abbott, The State of Texas

• “Texas is the energy capital of the world, and Dow and X-energy’s decision to choose Texas as the location for their new SMR nuclear plant is a testament to our state’s exceptional business climate and history of innovation in this critical industry,” said Governor Greg Abbott. “This SMR project further cements Texas’ position as a global energy leader and will bring good-paying jobs and more economic opportunity to hardworking Texans in the Coastal Bend. I look forward to working with Dow and X-energy as we continue to unleash the full potential of our state’s mighty energy industry.”

Judge Richard Meyer, Calhoun County Judge

• “We are excited that Dow has chosen its Seadrift site for this innovative technology and investment. Calhoun County welcomes this economic development and we appreciate Dow and X-energy’s willingness to engage the community regarding the benefits and safety of the project.”

Available pictures for download:

XE-100 reactor

TRISO-X nuclear fuel

Plant rendering

###

Dow
Dow (NYSE: DOW) combines global breadth; asset integration and scale; focused innovation and materials science expertise; leading business positions; and environmental, social and governance leadership to achieve profitable growth and help deliver a sustainable future. The Company's ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company in the world. Dow's portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated, science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer applications. Dow operates manufacturing sites in 31 countries and employs approximately 37,800 people. Dow delivered sales of approximately $57 billion in 2022. References to Dow or the Company mean Dow Inc. and its subsidiaries. ​​​​​​​For more information, please visit www.dow.com or follow @DowNewsroom on Twitter.

Cautionary Statement about Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "may," "opportunity," "outlook," "plan," "project," "seek," "should," "strategy," "target," "will," "will be," "will continue," "will likely result," "would" and similar expressions, and variations or negatives of these words or phrases

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow's control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow's products; Dow's expenses, future revenues and profitability; the continuing global and regional economic impacts of the coronavirus disease 2019 ("COVID-19") pandemic and other public health-related risks and events on Dow's business; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflict between Russia and Ukraine; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe; size of the markets for Dow's products and services and ability to compete in such markets; failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow's products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow's intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow's significant customers and suppliers; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflict between Russia and Ukraine; weather events and natural disasters; and disruptions in Dow's information technology networks and systems; and risks related to Dow's separation from DowDuPont Inc. such as Dow's obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and the Company's subsequent Quarterly Reports on Form 10-Q. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow's business. Dow Inc. and TDCC assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

About X-Energy Reactor Company, LLC
X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the summer of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com. 

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 on January 25, 2023, as amended by Amendment No. 1 thereto, filed on March 24, 2023 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation 

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Dow

Investors:

ir@dow.com

Media:

Jarrod Erpelding

+1-989.633.1863
jarrod.erpelding@dow.com
or

Kyle Bandlow

+1-989.638.2427
kbandlow@dow.com

X-energy

Media:
Robert McEntyre
media@x-energy.com

Ares Acquisition Corporation

Investors:

Carl Drake and Greg Mason

+1-888-818-5298

IR@AresAcquisitionCorporation.com

Media:

Jacob Silber

+1-212-301-0376
media@aresmgmt.com

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Thomas Nixon Joins X-energy as Senior Vice President of Commercial Operations

Thomas Nixon Joins X-energy as Senior Vice President of Commercial Operations

ROCKVILLE, Maryland, May 1, 2023 – X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, today announced the appointment of Thomas Nixon, a veteran nuclear construction and project management senior executive, as the Company's Senior Vice President for Commercial Operations. Nixon will oversee engineering, licensing, training, and construction activities for X-energy’s Xe-100 advanced small modular reactor, including its first deployment at one of Dow’s U.S. Gulf Coast sites.

Nixon joins X-energy from Google, where he led its global data center expansion strategy as Senior Technical Program Manager for Data Center Strategic Initiatives. Tom previously served in various roles at Bechtel Corporation for more than 30 years, beginning as a civil engineer and followed by leadership roles on several major projects. At Bechtel, Nixon was responsible for directing and delivering some of the most visible and critical nuclear construction projects in recent history. Nixon holds a bachelor’s degree in civil engineering from Michigan State University. He is a licensed professional engineer.

“Tom is a fabulous addition to our team, and his experience leading and successfully delivering major nuclear and industrial construction projects will be a major asset for our company as we continue to grow,” said X-energy CEO J. Clay Sell. “Tom will lead our commercial operations division, which comprises a team of engineers and other professionals that has excelled in innovating and readying our technology for the market as we transition from development to deployment.”

“I am honored to join the Company to lead this incredibly talented group of engineers, project managers, and other professionals,” said Nixon. “I believe that X-energy’s innovative Xe-100 advanced small modular reactor and Triso-X fuel will change our industry as we know it. I’m excited to be a part of this transformative journey.”

As previously announced, Dow and X-energy signed a joint development agreement to develop a four-unit Xe-100 facility at one of Dow’s U.S. Gulf Coast sites. The United States Department of Energy made Dow a subawardee under X-energy’s Advanced Reactor Demonstration Program Cooperative Agreement.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

X-energy

Media:
Robert McEntyre
media@x-energy.com

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X-energy and Cavendish Nuclear Welcome ‘Powering up Britain’ Report

 Statement

30th March 2023

X-energy and Cavendish Nuclear Welcome ‘Powering up Britain’ Report

X-Energy UK Holdings, Ltd (“X-energy”), a wholly-owned subsidiary of X-Energy Reactor Company, LLC, and Cavendish Nuclear, a wholly-owned subsidiary of Babcock International, welcomed the commitment expressed today by the UK Government to help secure the country’s energy independence and advance its Net Zero Strategy.

Carol Tansley, Vice President of UK Nuclear New Build at X-energy said:

“The next steps to deploy nuclear outlined today are welcomed, and we look forward to engaging in detail with Great British Nuclear and the UK Government. We intend to deliver up to 40 of our Xe-100 advanced modular reactors, which produce both clean electricity and the high-temperature steam needed to drive deep decarbonization of heavy industry, in the UK, with first deployments coming as soon as 2030.”

Mick Gornall, Managing Director of Cavendish Nuclear, said: 

“Moving UK nuclear onto a path of deployment can revitalize the industry nationally. The Xe-100 builds on the long experience we have in high-temperature gas reactor technologies, leveraging local and national experience in operations as well as manufacturing and construction.

X-energy and Cavendish Nuclear are ready to engage with UK regulators on Generic Design Assessment and to further develop proposals to build the first Xe-100 reactors in the UK at Hartlepool, protecting and creating new high-quality, high-paying jobs, and helping the transition of Teesside into a center of Net Zero industrial excellence. 

ENDS

For further information, please contact: 

Leon Flexman: lflexman@x-energy.com / 07920 143732 

OR

Yvonne Preston: yvonne.preston@cavendishnuclear.com / 07971 304338

X-energy Partners with Kinectrics for Helium Test Facility

X-energy Partners with Kinectrics for Helium Test Facility

ROCKVILLE, Maryland, March 30, 2023 – X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced modular nuclear reactors and fuel technology for clean energy generation, and Kinectrics, a leading global provider of engineering, testing, and certification services, today announced a partnership to design, construct, and operate one of the first commercial-scale Helium Test Facilities (“HTF”) in North America. This facility will test and verify performance of critical structures, systems, and components of X-energy’s Xe-100 advanced small modular reactor in helium-based high-temperature and high-pressure environments.

“The Helium Test Facility is an integral part of testing our systems and components in expected operating conditions and verifying their safety, operability, and reliability,” said X-energy CEO, J. Clay Sell. “In addition to helping our advanced nuclear technology enter the marketplace, this facility will bring together nuclear operators, researchers, and engineers to drive additional potential optimizations of our reactors. As a global leader in nuclear component testing, characterization, and certification, Kinectrics is expected to play a pivotal role in the success of X-energy’s products.”

The Xe-100 will use circulating helium gas to transfer heat from the reactor core through a heat exchanger to generate high-temperature steam that can be used to generate electricity or supply heat for industrial processes. The HTF will test Xe-100 components and instruments under operating conditions and without the presence of any nuclear materials. The tests will enable design verification and give Kinectrics and X-energy performance data on key reactor systems, including the Reactivity Control & Shutdown System, Helium Purification System, Helium Circulator System, and Fuel Handling System.

X-energy and Kinectrics expect to announce the HTF site this summer and complete its detailed design in 2023, with the goal of having an operational facility in 2025. Working alongside Kinectrics’s team of life cycle management experts, X-energy engineers expect to refine Xe-100 start-up and commissioning procedures using data collected from HTF testing and to gain critical operating experience to inform future reactor maintenance, operations, and staff training. 

“The Helium Test Facility is expected to provide the critical infrastructure and comprehensive testing required to support timely commercialization of the Xe-100,” said Kinectrics CEO, David Harris. “This project is part of a long-term partnership between X-energy and Kinectrics. We expect the Xe-100 will produce electricity and high temperature process steam in a safe and reliable manner, which enables our clean energy future.”

Testing and design validation at the HTF will support X-energy’s recently announced plans to install its first Xe-100 reactors at one of Dow’s U.S. Gulf Coast sites as part of the Company’s participation in the U.S. Department of Energy’s Advanced Reactor Demonstration Program. The program provides $1.2 billion in cost-shared federal funding for the delivery and demonstration of a first-of-a-kind commercial advanced nuclear plant and TRISO-X fuel fabrication facility.

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange. 

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. 

About X-Energy Reactor Company, LLC 

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn. 

About Kinectrics 

Kinectrics is the category leader in providing life cycle management services for the electricity industry. Backed by renowned experts, our world class facilities, specialized products, and comprehensive services enable us to develop innovative solutions for the global energy industry. From initial design and prototype testing to operation deployment and maintenance services, Kinectrics collaborates closely with customers to ensure that utility assets perform safely, reliably and efficiently throughout their entire life cycle. For more information about Kinectrics, visit www.kinectrics.com. 

About Ares Acquisition Corporation 

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.  

Additional Information and Where to Find It 

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 (as amended by Amendment No. 1 thereto, filed on March 24, 2023, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. 

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov.  In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167. 

Forward Looking Statements 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC. 

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. 

No Offer or Solicitation 

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. 

Participants in the Solicitation 

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph. 

Contacts

X-energy 

Media:
Robert McEntyre
media@x-energy.com

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X-energy & Cavendish Nuclear Welcome Nuclear Commitments in Spring Budget

X-energy & Cavendish Nuclear Welcome Nuclear Commitments in Spring Budget

X-Energy UK Holdings, Ltd (“X-energy”), a wholly-owned subsidiary of X-Energy Reactor Company, LLC, and Cavendish Nuclear, a wholly owned subsidiary of Babcock International, welcomed news in the Spring Budget of the establishment of Great British Nuclear by the U.K. Government to help secure the country’s energy independence and advance its Net Zero Strategy.

Carol Tansley, Vice President of U.K. Nuclear New Build at X-energy said:

“This is a welcome commitment to clean and secure domestic energy and the delivery of modular nuclear reactors. We’re eager to work with Great British Nuclear and the U.K. Government to deliver a program of Xe-100 advanced modular reactors for both clean electricity and high-temperature steam production to support the decarbonization of major industrial processes.

“Moving the regulatory Generic Design Assessment process forward and securing access to the Hartlepool site are critical near-term initiatives for X-energy as we seek to advance deployment of our first units and support Teesside’s vision to be a center of industrial excellence in the net zero age.”

Mick Gornall, Managing Director of Cavendish Nuclear, said: 

“Moving the U.K. nuclear effort onto a program footing can revitalize the industry nationally, and we believe X-energy’s Xe-100 can build on gas reactor technologies that have been pioneered in the U.K. by leveraging local and national experience. In addition, the recent news about extending the life of the existing Hartlepool power station represents a bridge between current operations and a future of clean energy and high-quality employment.” 

For further information, please contact: 

Leon Flexman: lflexman@x-energy.com / 07920 143732 

OR

Yvonne Preston: yvonne.preston@cavendishnuclear.com / 07971 304338

Notes to Editors

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com  or connect with us on Twitter or LinkedIn. 

About Cavendish Nuclear

From decommissioning redundant nuclear facilities and supporting the U.K’s Clean Energy commitment through Nuclear New Build and development of Advanced Nuclear Technologies, through to helping keep the U.K’s fleet of nuclear-powered submarines at sea, our role in Cavendish Nuclear is to enable a world where nuclear plays a key contribution in protecting our nation, ensuring security of energy supply and meeting our net zero commitments – Creating a safe and secure world, together.

Nuclear has a vital role in delivering net zero by 2050, we are passionate about the key role that we play in that. Clean energy is a core focus for Cavendish Nuclear through our support to existing reactors, the construction of Hinkley Point C and Sizewell C, and our work to develop advanced nuclear technologies for the future.

For more information, visit www.cavendishnuclear.com or connect with us on LinkedIn

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TRISO-X Successfully Completes Fuel Test to Power Nuclear Thermal Propulsion in Space

TRISO-X Successfully Completes Fuel Test to Power Nuclear Thermal Propulsion in Space

ROCKVILLE, Maryland, March 13, 2023 – TRISO-X LLC (“TRISO-X”), a wholly owned subsidiary of X-Energy Reactor Company, LLC (“X-energy”) that primarily develops and designs tri-structural isotropic (“TRISO”) particle fuel, today announced the successful test of its coated particle fuel for nuclear thermal propulsion applications, marking a major step toward a one-of-a-kind, nuclear-powered rocket. TRISO-X was tapped to develop key fuel fabrication processes as part of a team led by General Atomics Electromagnetic Systems (GA-EMS) for the first phase of the Defense Advanced Research Projects Agency’s (DARPA) Demonstration Rocket for Agile Cislunar Operations (DRACO) program. The test was conducted in the summer of 2022, and the first phase of DRACO ended October 2022.

The U.S. Department of Energy (“DOE”) considers TRISO particle fuel  “the most robust nuclear fuel on the planet.”

“We are thrilled to meet this crucial milestone that will help to enable the prospective deployment of a nuclear-thermal-propulsion-based rocket,” said Dr. Pete Pappano, President of TRISO-X. “The high-temperature resilience of our coated particle fuel bolsters TRISO-X’s position as the domestic leader in the fabrication, testing and commercialization of coated-particle fuel systems for both power and space applications. This is a key demonstration of the robust properties and performance of our coated particle fuel, demonstrating the fuel’s design to be melt-down proof under any foreseeable scenario.”

With the participation of NASA, the successful test took place in the summer of 2022 at the Marshall Space Flight Center in the Compact Fuel Element Environmental Test (CFEET) facility. The TRISO-X fabricated fuel was tested in extreme conditions representing those experienced in space. The test was the first time TRISO-X’S—or, to TRISO-X’s knowledge, any— coated particle fuel was tested to these conditions. The fuel was cycled rapidly and repeatedly to more than 2,000 degrees Celsius with the temperature fluctuating hundreds of degrees per minute and held at those temperatures to replicate conditions anticipated during space missions, while maintaining its integrity.

TRISO-X occupies a laboratory located on the Oak Ridge National Laboratory campus in Oak Ridge, Tennessee, where it has leased research and laboratory space since 2016. TRISO-X broke ground last year in Oak Ridge on its commercial-sale Fuel Fabrication Facility (“TF3”), which is expected to be fully operational in 2025. The U.S. Nuclear Regulatory Commission formally docketed the facility license application in 2022 and its licensing review is ongoing.

The DOE selected X-energy in 2020 for their Advanced Reactor Demonstration Program (“ARDP”) to receive up to $1.2 billion of federal cost-shared funding to develop, license, build, and demonstrate operational advanced reactors and advanced nuclear fuel fabrication by the end of the decade. The TRISO-X nuclear fuel produced in the Oak Ridge TF3 will be used in X-energy’s Xe-100 high-temperature gas reactors.

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. 

About X-Energy Reactor Company, LLC

TRISO-X is a wholly owned subsidiary of X-Energy Reactor Company, LLC, a leading developer of small modular nuclear reactor and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

Media Contact:

Robert McEntyre, X-energy

media@x-energy.com 

(770) 548-5571

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.

Additional Information and Where to Find It  

In connection with the business combination (the “Business Combination”) with X-energy, AAC will file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will include a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been filed and declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement will include information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation 

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

DISTAR case 37683

X-energy & Cavendish Nuclear Welcome Hartlepool Extended Life Plans as a Bridge to the Future

X-energy & Cavendish Nuclear Welcome Hartlepool Extended Life Plans as a Bridge to the Future
The two firms are developing proposals for an advanced small modular nuclear reactor in Hartlepool

X-Energy UK Holdings, Ltd, a wholly-owned subsidiary of X-Energy Reactor Company, LLC (“X-energy”) and Cavendish Nuclear, which together are proposing a new power station at Hartlepool, today welcomed news that the existing plant would continue to operate for two more years beyond its original planned closure date of 2024. 

X-energy, a leading developer of advanced small modular nuclear reactors (“SMRs”) and fuel technology for clean energy generation, and Cavendish Nuclear are developing proposals for SMRs in the UK and have identified Hartlepool as a preferred location. 

Carol Tansley, Vice President of UK Nuclear New Build at X-energy said: “It’s fantastic news that the team at Hartlepool power station will go on producing secure, clean electricity until 2026.”

“Hartlepool is an ideal site for our Xe-100 SMR reactor, which can deliver clean electricity and high temperature steam for industrial processes, including hydrogen production, supporting Teesside’s intention to be a center of industrial excellence in the Net Zero age.”

“If we begin regulatory assessment this year, we would be well-positioned to have our first unit operating by around 2030. Today’s news presents a bridge between current operations and a future of clean energy and high-quality employment.” 

Mick Gornall, Managing Director of Cavendish Nuclear said: “Cavendish Nuclear is proud to have been part of the team involved in the construction and operational support of Hartlepool Power Station. We’re delighted to hear about the life extension.”

“The Xe-100 can build on gas reactor technologies that have been pioneered in the UK, leveraging the experience in the Hartlepool area and across the UK.”

X-energy and Cavendish have established a goal to secure up to 80% of its plant construction and manufacturing from the UK supply chain.

The proposed new small modular reactors could be located on land adjacent to the existing power station. Hartlepool owner and operator EDF Energy has been assessing the applicability of modern nuclear technologies, including the Xe-100, as part of a government-backed program to encourage advanced nuclear proposals. 

X-energy and Cavendish Nuclear have applied to the U.K. Government’s Future Nuclear Enabling Fund (FNEF) to support a regulatory “Generic Design Assessment” and supply chain development activities for the first project. 

Last week, X-energy announced a joint development agreement (“JDA”) with U.S. materials science giant Dow to develop a four-unit Xe-100 facility at one of Dow’s U.S. Gulf Coast sites to demonstrate the first advanced nuclear reactor for an industrial site in North America. 

X-energy was selected by the U.S. Department of Energy (“DOE”) to receive up to $1.2 billion in matching funds under the Advanced Reactor Demonstration Program (“ARDP”) to develop, license, build, and demonstrate an operational advanced reactor and fuel fabrication facility by the end of the decade. Since that award, X-energy has completed the engineering and basic design of the nuclear reactor, proceeded with development of a fuel fabrication facility in Oak Ridge, Tennessee, and is working with Dow to prepare and submit an application for its first construction permit to the U.S. Nuclear Regulatory Commission.

The Xe-100 evolved from both the UK’s Dragon reactor at Winfrith in Dorset and the Pebble Bed Modular Reactor project in South Africa, which was supported by the U.K. Government.  

The Xe-100 uses tri-structural isotropic (“TRISO”) particle fuel, “the most robust nuclear fuel on the planet,” according to the DOE, because it can withstand very high temperatures without melting, which is key to its safety. X-energy unit TRISO-X LLC (“TRISO-X”) manufactures its own proprietary version of TRISO—also called TRISO-X—to ensure supply, to control quality, and to reduce costs. TRISO-X has operated a pilot nuclear fuel fabrication facility at the DOE’s Oak Ridge National Laboratory since 2016, serving as a demonstration facility of the Company’s patented TRISO fabrication processes.

X-energy plans to produce the fuel for its UK power plants in the U.K. 

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange. 

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. 

Ends

For further information, please contact: 

Leon Flexman: lflexman@x-energy.com / 07920 143732 

OR

Yvonne Preston: yvonne.preston@cavendishnuclear.com / 07971 304338

Notes to Editors

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com  or connect with us on Twitter or LinkedIn. 

About Cavendish Nuclear

From decommissioning redundant nuclear facilities and supporting the UK’s Clean Energy commitment through Nuclear New Build and development of Advanced Nuclear Technologies, through to helping keep the UK’s fleet of nuclear-powered submarines at sea, our role in Cavendish Nuclear is to enable a world where nuclear plays a key contribution in protecting our nation, ensuring security of energy supply and meeting our net zero commitments – Creating a safe and secure world, together.

Nuclear has a vital role in delivering net zero by 2050, we are passionate about the key role that we play in that. Clean energy is a core focus for Cavendish Nuclear through our support to existing reactors, the construction of Hinkley Point C and Sizewell C, and our work to develop advanced nuclear technologies for the future.

For more information, visit www.cavendishnuclear.com or connect with us on LinkedIn

About Ares Acquisition Corporation 

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com  

Additional Information and Where to Find It 

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. 

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov  In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167. 

Forward Looking Statements 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC. 

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. 

No Offer or Solicitation 

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. 

Participants in the Solicitation 

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph. 

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X-energy CEO J. Clay Sell to Speak at S&P Global’s CERAWeek

X-energy CEO J. Clay Sell to Speak at S&P Global’s CERAWeek 

HOUSTON, Texas, March 8, 2023 – X-Energy Reactor Company, LLC (“X-energy”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, today announced that CEO J. Clay Sell will be speaking on two panels at S&P Global’s CERAWeek conference this week in Houston.

Sell will join Dow’s Edward Stones, Business Vice President, Energy and Climate, to discuss advanced small modular reactor (SMR) nuclear technology and its potential to be a significant contributor to decarbonization targets on the panel “A Conversation with Dow and X-Energy” at the CERAWeek Innovation Agora on Thursday, March 9th at 9:30am CST.

Dow and X-energy announced last week a joint development agreement to deploy the first advanced SMR at an industrial site in North America under the U.S. Department of Energy’s Advanced Reactor Demonstration Program (ARDP). X-energy is assisting Dow in reducing its net annual carbon emissions by 5 million metric tons – or 15% – versus its 2020 baseline or a 30% reduction from its 2005 baseline.

Sell will then join senior executives from Peabody Energy, S&P Global Commodity Insights and Schneider Electric to discuss how X-energy’s advanced SMR can provide a solution for the energy “trilemma” of decarbonization, affordability, and reliability on the panel “Energy Security and Transition: How synergistic is the power sector?” Sell will speak about how last week’s Dow announcement provides a blueprint for hard-to-decarbonize industries to meet this challenge. This panel at the CERAWeek Executive Conference Plenary begins at 3:20pm CST on Thursday, March 9th. 

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange. 

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. 

About X-Energy Reactor Company, LLC 

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com  or connect with us on Twitter or LinkedIn. 

About Ares Acquisition Corporation 

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.  

Additional Information and Where to Find It 

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. 

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167. 

Forward Looking Statements 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC. 

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. 

No Offer or Solicitation 

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. 

Participants in the Solicitation 

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph. 

Contacts

X-energy 

Media:
Robert McEntyre
media@x-energy.com

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X-energy to Open First Plant Support Center for Xe-100 Advanced Small Modular Reactor Fleet

X-energy to Open First Plant Support Center for Xe-100 Advanced Small Modular Reactor Fleet

ROCKVILLE, Maryland, March 7, 2023 – X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced modular nuclear reactors and fuel technology for clean energy generation, today announced plans for its first Xe-100 reactor fleet management, monitoring, and training facility in Frederick, Maryland. Called the Plant Support Center-East (PSCE), this regional center marks the first step in X-energy’s Commercial Operations Services business and will support the initial deployment of the Company’s advanced modular reactor plants. 

“This first center is just the starting point of our advanced nuclear reactor fleet support strategy and a significant part of X-energy’s business growth,” said X-energy CEO, J. Clay Sell. “Our customers expect much lower operating and maintenance costs than the large conventional nuclear fleet today, and X-energy is bringing an innovative business model to the market to meet that need. Modernizing and centralizing fleet services will help drive the cost-competitiveness of our Xe-100 technology as well as establish the potential for a sustainable, long-term business that generates consistent and recurring revenue for X-energy.”

X-energy recently announced plans to install its first Xe-100 reactor at one of Dow’s U.S. Gulf Coast sites. X-energy’s PSCE will support training and operations for that plant, as well as subsequent owners and operators of the first Xe-100 plants. The Company will open additional regional centers to support a growing reactor fleet, which will become hubs for X-energy’s operations, maintenance, and training services business.  

The PSCE’s centerpiece is a high-fidelity main control room simulator that integrates real-time plant instrumentation and control systems with X-energy’s custom 3-D virtual reality environment. This innovative technology builds on more than two years of work in partnership with the U.S. Department of Energy’s Advanced Research Projects Agency–Energy (ARPA-E) and the Electric Power Research Institute (EPRI) to develop an innovative “digital-twin” maintenance lab and a U.S.-based, continuous fleet monitoring and diagnostics initiative. X-energy is combining this technology with artificial intelligence and machine learning into a suite of proprietary tools called Xe-100 Data Analytics Tools & Applications, or X-DATA™, , to improve reliability as well as reduce predictive and preventative maintenance costs for X-energy’s customers. 

As the Xe-100 fleet grows, regional centers will be expanded to provide support services to Xe-100 owners and operators, offering business services in areas such as plant diagnostics, maintenance planning, outage scheduling, supply chains, human resources, and regulatory compliance. 

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange. 

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. 

About X-Energy Reactor Company, LLC 

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com  or connect with us on Twitter or LinkedIn. 

About Ares Acquisition Corporation 

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com  

Additional Information and Where to Find It 

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. 

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov  In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167. 

Forward Looking Statements 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC. 

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. 

No Offer or Solicitation 

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. 

Participants in the Solicitation 

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph. 

Contacts

X-energy 

Media:
Robert McEntyre
media@x-energy.com

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X-energy Taps Dr. Benjamin Reinke to Drive Customer Growth as Head of Global Business Development

X-energy Taps Dr. Benjamin Reinke to Drive Customer Growth as Head of Global Business Development

ROCKVILLE, Maryland, March 6, 2023 – X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, today announced the appointment of Dr. Benjamin T. Reinke to Vice President of Global Business Development. In this new role, Dr. Reinke will develop strategic business partnerships to drive the Company’s growth and deployment of its advanced small modular reactor technology.

“Ben is an extraordinarily talented leader who will continue to help put X-energy in the best position to deliver our technology to meet the needs of the global clean energy market,” said X-energy CEO J. Clay Sell. “Since joining our company, Ben has guided and refined the development of our corporate strategy and has been integral to building some of our most important business relationships to date. His track record of success will continue to be a major asset as we scale up our business development organization and seek to further accelerate our growth in the global reactor market.”

Dr. Reinke joined X-energy in 2021 as the Senior Director of Corporate Strategy and Advisor to the CEO, where he has led long-term strategic planning for the Company, integrating key functions, including business planning, partnership development, and corporate communications. He also supported X-energy’s capital raise planning, government engagements, and strategic supplier relationships.

Prior to joining X-energy, Dr. Reinke led the U.S. Department of Energy’s (“DOE”) Office of Strategic Planning and Policy. As policy advisor to then-Energy Secretary Dan Brouillette, he spearheaded the department’s priority initiatives and led an interdisciplinary team of experts and scientists in developing long-term strategies for clean energy deployment and organizational change. Prior to his DOE assignment, he served as professional staff on the U.S. Senate Committee on Energy and Natural Resources, where he led departmental oversight and development of law spanning a range of energy issues, including advanced reactor deployment, uranium enrichment, nuclear proliferation, and programs to support U.S. competitiveness. He first joined the Committee’s staff as the 2016 American Nuclear Society Glenn T. Seaborg Congressional Fellow.

Dr. Reinke holds doctorate and master’s degrees in nuclear engineering, as well a bachelor’s degree in physics and French from The Ohio State University, where he was a NASA Space Technology Research Fellow and a Nuclear Regulatory Commission Fellow.

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com  or connect with us on Twitter or LinkedIn.

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com  

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov  In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Contacts

X-energy

Media:
Robert McEntyre
media@x-energy.com

Dow and X-energy Advance Efforts to Deploy First Advanced Small Modular Nuclear Reactor at Industrial Site Under DOE’s Advanced Reactor Demonstration Program

Dow and X-energy advance efforts to deploy first advanced small modular nuclear reactor at industrial site under DOE’s Advanced Reactor Demonstration Program

• Dow and X-energy sign joint development agreement to develop a four-unit Xe-100 facility at one of Dow’s U.S. Gulf Coast sites

• United States Department of Energy makes Dow a subawardee under X-energy’s Advanced Reactor Demonstration Program Cooperative Agreement

• Dow and X-energy to develop and license technology applicable to other industrial customers

ROCKVILLE, Maryland and MIDLAND, Michigan – March 1, 2023 – Dow (NYSE: DOW), the world’s leading materials science company, and X-Energy Reactor Company, LLC (“X-energy”), a leading developer of advanced nuclear reactors and fuel technology for clean energy generation, announced today their entry into a joint development agreement (“JDA”) to demonstrate the first grid-scale advanced nuclear reactor for an industrial site in North America. 

As a subawardee under the U.S. Department of Energy’s (“DOE”) Advanced Reactor Demonstration Program (“ARDP”) Cooperative Agreement with X-energy, Dow intends to work with X-energy to install their Xe-100 high-temperature gas-cooled reactor (“HTGR”) plant at one of Dow’s U.S. Gulf Coast sites, providing the site with safe, reliable, low-carbon power and steam within this decade. The JDA includes up to $50 million in engineering work, up to half of which is eligible to be funded through ARDP, and the other half by Dow. The JDA work scope also includes the preparation and submission of a Construction Permit application to the U.S. Nuclear Regulatory Commission (“NRC”).

“The utilization of X-energy’s fourth generation nuclear technology will enable Dow to take a major step in reducing our carbon emissions while delivering lower carbon footprint products to our customers and society,” said Jim Fitterling, Dow chairman and CEO. “The collaboration with X-energy and the DOE will serve as a leading example of how the industrial sector can safely, effectively and affordably decarbonize.”

Working with DOE and subject to its review and approval, Dow and X-energy expect to finalize site selection in 2023. The parties intend to perform further ARDP-related work under the JDA as the project progresses. Additionally, the companies have agreed to develop a framework to jointly license and utilize the technology and learnings from the project, which would enable other industrial customers to effectively utilize Xe-100 industrial low carbon energy technology. 

“Today’s announcement demonstrates the commercial versatility of the Xe-100 and is an important milestone for the future of advanced nuclear and carbon-free energy around the world. X-energy’s collaboration with Dow brings added significance because of the immense opportunity to further reduce emissions in the energy-intensive industrial sector,” said X-energy CEO J. Clay Sell. “From the beginning to the end of the supply chain, our technology can supply both power and heat to businesses in most sectors of the economy to help limit their carbon footprint. We are thrilled to work with Dow to deliver a successful project and illustrate the broad, highly flexible applications of X-energy’s proprietary nuclear energy technology.”

X-energy is a leading developer of a more advanced small modular reactor (“SMR”) and proprietary fuel for carbon-free and reliable baseload power production. Unlike existing light water and other small modular reactors, X-energy’s HTGR technology can also support broad industrial use applications through its high-temperature heat and steam output that can be integrated into and address the needs of both large and regional electricity and/or industrial manufacturing systems. The four-reactor Xe-100 nuclear plant will provide a Dow facility with cost-competitive, low carbon process heat and power to make essential products used by consumers and businesses every day. Importantly, X-energy’s innovative and simplified modular design is road-shippable and intended to drive scalability, accelerate construction timelines and create more predictable and manageable construction costs.

X-energy was selected by DOE in 2020 to receive up to $1.2 billion under the ARDP in federal cost-shared funding to develop, license, build, and demonstrate an operational advanced reactor and fuel fabrication facility by the end of the decade. Since that award, X-energy has completed the engineering and basic design of the nuclear reactor, advanced development of a fuel fabrication facility in Oak Ridge, Tennessee, and is preparing to submit an application for licensure to the NRC.

Dow
Dow (NYSE: DOW) combines global breadth; asset integration and scale; focused innovation and materials science expertise; leading business positions; and environmental, social and governance leadership to achieve profitable growth and help deliver a sustainable future. The Company's ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company in the world. Dow's portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated, science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer applications. Dow operates manufacturing sites in 31 countries and employs approximately 37,800 people. Dow delivered sales of approximately $57 billion in 2022. References to Dow or the Company mean Dow Inc. and its subsidiaries. ​​​​​​​ For more information, please visit www.dow.com or follow @DowNewsroom on Twitter.

Cautionary Statement about Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "may," "opportunity," "outlook," "plan," "project," "seek," "should," "strategy," "target," "will," "will be," "will continue," "will likely result," "would" and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow's control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow's products; Dow's expenses, future revenues and profitability; the continuing global and regional economic impacts of the coronavirus disease 2019 ("COVID-19") pandemic and other public health-related risks and events on Dow's business; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflict between Russia and Ukraine; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe; size of the markets for Dow's products and services and ability to compete in such markets; failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow's products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow's intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow's significant customers and suppliers; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflict between Russia and Ukraine; weather events and natural disasters; and disruptions in Dow's information technology networks and systems; and risks related to Dow's separation from DowDuPont Inc. such as Dow's obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and the Company's subsequent Quarterly Reports on Form 10-Q. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow's business. Dow Inc. and TDCC assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com. 

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements  

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation 

 This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Dow

Investors:

ir@dow.com

Media:

Jarrod Erpelding

+1-989.633.1863
jarrod.erpelding@dow.com
or

Kyle Bandlow

+1-989.638.2427

kbandlow@dow.com

X-energy

Media:
Robert McEntyre
media@x-energy.com

Ares Acquisition Corporation

Investors:

Carl Drake and Greg Mason

+1-888-818-5298

IR@AresAcquisitionCorporation.com

Media:

Jacob Silber

+1-212-301-0376
media@aresmgmt.com

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TRISO-X Announces Relocation and Expansion of its Oak Ridge Offices Ahead of Construction for New Headquarters and Fuel Fabrication Facility

OAK RIDGE, Tennessee, February 21, 2023 – TRISO-X LLC (“TRISO-X” or the “Company”), a wholly owned subsidiary of X-Energy Reactor Company, LLC (“X-energy”), today announced the relocation and opening of its new offices in Oak Ridge, Tennessee. The Company has consolidated several existing Oak Ridge offices into the Oak Ridge Corporate Center located at 151 Lafayette Drive. The move brings together all of the company’s current full-time employees in east Tennessee, with space for continued growth and expansion during the construction of its new headquarters in the TRISO-X Fuel Fabrication Facility (TF3).

“It’s great to have the entire TRISO-X team under one roof while we move forward with TF3 construction,” said Dr. Pete Pappano, president of TRISO-X. “While only temporary, this new home will allow all of our team members to collaborate and work together as we advance the development of our innovative, next-generation nuclear fuel. In addition, we will also have the space we need to onboard and train our future employees as we continue to grow.”

The company will occupy the entire third floor, or approximately 36,000 square feet, of the Oak Ridge Corporate Center’s Building I. Nearly 80 full-time employees have taken part in the move, and the office is designed to accommodate up to 200 total full-time staff. TRISO-X will maintain these offices, along with its existing pilot fuel fabrication facility located at the Oak Ridge National Laboratory, until it permanently relocates to its new home and headquarters at the TF3. 

Earlier this year, the Nuclear Regulatory Commission (“NRC”) hosted its first public meeting for the proposed TF3 facility. The NRC has outlined a 30-month review timeline to license this first-of-a-kind facility, which is expected to be a significant participant in future advanced reactor deployment. TRISO-X anticipates to ultimately create more than 400 jobs in eastern Tennessee.

Tri-structural isotropic (“TRISO”) particle fuel is “the most robust nuclear fuel on the planet,” according to the U.S. Department of Energy (“DOE”) because it can withstand very high temperatures without melting, which is key to its safety. TRISO-X manufactures its own proprietary version of TRISO—called TRISO-X—to ensure supply, to control quality, and to reduce costs. TRISO-X has operated a pilot nuclear fuel fabrication facility at the Oak Ridge National Laboratory since 2016, serving as a demonstration facility of the Company’s patented TRISO fabrication processes.

In 2020, the DOE selected X-energy for their Advanced Reactor Demonstration Program (“ARDP”) to receive up to $1.2 billion of federal cost-shared funding to develop, license, build, and demonstrate operational advanced reactors by the end of the decade. The TRISO-X nuclear fuel produced in the Oak Ridge TF3 will be used in X-energy’s Xe-100 high-temperature gas-cooled reactors, the first of which are expected to be operational by 2029.

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X-energy Announces Appointments, Promotions to Senior Leadership Team

ROCKVILLE, Maryland, February 14, 2023 – X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, today announced appointments and promotions to its senior leadership team.

“X-energy has a remarkable team of highly skilled and qualified leaders who bring the experience and talent necessary to drive our mission of advancing nuclear technology. These strategic leadership additions further strengthen X-energy’s position as we transition to a publicly traded company, grow commercial opportunities for our nuclear technology, and successfully deliver our projects on time and on budget,” said J. Clay Sell, X-energy CEO.

Laura Garcia has joined X-energy as Vice President, Corporate Controller, following over two decades of accounting and finance experience for various publicly traded and private energy, oil and gas, and petrochemical companies. As a Certified Public Accountant (CPA), she will direct the company’s accounting processes and supervise internal financial controls.

Michael Gigliotti has been named Vice President, Business Operations. In this new role, Gigliotti will direct all aspects of business operations, including finance, accounting, and facilities. Since joining X-energy in 2019, he has overseen financial management, accounting, and reporting, as well as led the financial transition of TRISO-X to being a wholly owned subsidiary.

David Bannister moves into the role of Vice President, Major Commercial Projects Execution. In his new role, Bannister will oversee the execution of the major commercial projects, the creation and maintenance of the project schedule, and the development of measurement strategies and accountability models to ensure corporate project goals and strategies are met.  

Tim Bendt has been promoted to Vice President, Contracts and Procurement, and will oversee the contracts, subcontracts, and purchasing organization. Bendt joined X-energy in 2021 as Director of Contracts and Procurement, where he led the development of efficient, USG-compliant procurement processes and updated subcontract management methods. 

Randy Eubanks advances to Vice President, Quality, Safety and Health from his role as Director, Quality Assurance. Eubanks will direct and oversee the implementation and execution of the company’s safety, health, environmental compliance, and quality programs.

Georgette Alexander-Morrison has been named Vice President, Government Research & Development, expanding her previous oversight of Capture and Proposal Management. In this role, she will lead the pursuit and execution of X-energy’s innovative nuclear energy solutions to government agencies, including the Department of Defense, Department of Energy, NASA, and others. Alexander-Morrison joined X-energy in 2021 and has led multiple X-energy new business pursuits of U.S. and U.K. government funding opportunities.

Dr. Bradley Rearden shifts to Senior Director, Microreactor Programs. Rearden will oversee the growing market opportunities for microreactor programs, with a focus on those supported through U.S. government funding. He was previously X-energy’s Engineering Director for Government Programs and led the technical development of a 1 to 5 megawatt-class, containerized, transportable nuclear power system for the Department of Defense.

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X-energy Announces Appointments of Christopher Ginther and Kathleen Hyle to Board of Directors

ROCKVILLE, Maryland, February 8, 2023 – X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, today announced the appointments of Christopher Ginther and Kathleen Hyle to the Company’s Board of Directors (the “Board”), effective immediately. Ginther is Executive Vice President of Business Strategy and Commercial Management at Ontario Power Generation (“OPG”), one of the largest clean power producers in North America. Hyle currently serves on the board of directors for AmerisourceBergen Corporation (NYSE: ABC) and Bunge Limited (NYSE: BG), where she also serves as Board Chair. 

“We are pleased to welcome Chris and Kathleen to the Board during a time of significant growth for our Company,” said X-energy founder and Executive Chairman Kam Ghaffarian. “Their extensive leadership experience across industries and in various corporate governance and oversight roles will bring important expertise to our Board as we transition to a public company. With their thorough knowledge and understanding of the nuclear and energy sectors, both will be instrumental in guiding X-energy through our next phase of advanced nuclear energy business growth.”

Ginther joins X-energy’s Board following a total of $40 million in private investments OPG has made in X-energy since 2021, including a $30 million investment in December 2022, and a previously announced OPG commercial partnership with X-energy to pursue opportunities to deploy X-energy’s advanced reactors at industrial sites in Canada. As an energy supplier for Canada’s most populous province, OPG is a globally recognized leader in the development and production of clean energy and nuclear energy projects. OPG has identified small modular nuclear reactors as a core component of its strategy to achieve net-zero emissions by 2040.

“As a clean power operator, investor, and owner, OPG believes X-energy’s innovative technology and approach are well placed to advance the global delivery of nuclear energy at scale,” said Ginther. “OPG is proud to be a leader in the development and deployment of clean energy projects, and we are excited to provide financial and strategic support for its decarbonization commitments. I look forward to joining X-energy’s Board and working closely with the other directors and the management team to realize the Company’s vision.”

As a senior executive at OPG, Ginther is responsible for the company’s business strategy, development, commercial structuring, negotiations, and commercial positioning in support of OPG’s growth strategy. Ginther began his legal career at Torys LLP in Toronto. He has served as Vice President and General Counsel at BCE/Bell and Chief Legal Officer at Ontario Lottery and Gaming Corporation. Ginther received his Bachelor of Arts Degree from the University of Western Ontario in 1983 and graduated from Osgoode Hall Law School in 1986. He received his Master of Laws Degree from Osgoode Hall in 1999. 

Hyle brings a wealth of public company governance, operational and financial leadership experience to X-energy. Notably, she held multiple senior positions at Constellation Energy Corporation, where, until her retirement, she served as Senior Vice President and Chief Operating Officer of Constellation Energy Resources, as well as Chief Financial Officer for Constellation Energy Nuclear Group. She also previously served as Chief Financial Officer for ANC Rental Corp., and held the role of Treasurer at both AutoNation, Inc. and Black & Decker Corporation. She holds a Bachelor of Arts in Accounting from Loyola College, Baltimore, Maryland, and is a Certified Public Accountant.

“I believe X-energy is uniquely positioned to lead the transition to a zero-carbon economy through the deployment of its more advanced nuclear technology,” said Hyle. “X-energy represents a tremendous opportunity to support people, businesses, and communities around the world with clean, reliable energy. It is essential to quickly bring these advancements to the market, and I am honored to help guide X-energy forward in its journey to become a publicly-traded leader in the clean energy generation market.”

As previously announced on December 6, 2022, X-energy has entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.

About X-Energy Reactor Company, LLC
X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

About Ares Acquisition Corporation
AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com. 

Additional Information and Where to Find It
In connection with the business combination (the “Business Combination”) with X-energy, AAC filed the registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC has filed and will file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation
This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation
AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

X-energy
Media:
Robert McEntyre
media@x-energy.com

Ares Acquisition Corporation
Investors:

Carl Drake and Greg Mason

+1-888-818-5298

IR@AresAcquisitionCorporation.com

Media:

Jacob Silber

+1-212-301-0376

or

Brittany Cash

+1-212-301-0347

media@aresmgmt.com

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NRC Begins Public Engagement for TRISO-X Advanced Nuclear Fuel Facility License Application

OAK RIDGE, Tennessee – February 1, 2023 – TRISO-X LLC (“TRISO-X”), a wholly owned subsidiary of X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, marked another step forward in the licensing of its fuel fabrication facility in Oak Ridge, Tennessee, as the Nuclear Regulatory Commission (“NRC” or “Commission”) hosted its first public meeting for the proposed facility. TRISO-X has requested a 40-year license to possess and use special nuclear material to manufacture advanced nuclear fuel at what will be the first-ever commercial-scale fuel fabrication facility focusing on the use of high-assay low-enriched uranium (“HALEU”).

The NRC presented its proposed 30-month review timeline at the meeting in Oak Ridge on January 25, 2023. Approximately 70 residents, community organizations, and representatives attended the meeting to provide the NRC input on the scope of its review and engage directly with Commission staff. NRC representatives also toured TRISO-X’s pilot fuel fabrication facility located at the Oak Ridge National Laboratory as well as the proposed site of the commercial fuel fabrication facility. The TRISO-X Fuel Fabrication Facility (“TF3”) is expected to be a significant participant in future advanced reactor deployment starting in the mid-2020s, and is anticipated to create more than 400 jobs in eastern Tennessee.

“We’re pleased to see the community so engaged and supportive of our efforts to create sustainable economic opportunities by building on the proud nuclear energy tradition that has existed in Oak Ridge for decades,” said Dr. Pete Pappano, President of TRISO-X. “This is a community and region that well understands the potential of advanced nuclear energy, and we look forward to ongoing engagement with the community and the NRC throughout the license application review process.”

Tri-structural isotropic (“TRISO”) particle fuel is “the most robust nuclear fuel on the planet,” according to the U.S. Department of Energy (“DOE”), because it can withstand very high temperatures without melting, which is key to its safety. TRISO-X manufactures its own proprietary version of TRISO—also called TRISO-X—to ensure supply, to control quality, and to reduce costs. TRISO-X has operated a pilot nuclear fuel fabrication facility at the Oak Ridge National Laboratory since 2016, serving as a demonstration facility of the Company’s patented TRISO fabrication processes.

In 2020, the DOE selected X-energy for their Advanced Reactor Demonstration Program (“ARDP”) to receive up to $1.2 billion of federal cost-shared funding to develop, license, build, and demonstrate operational advanced reactors by the end of the decade. The TRISO-X nuclear fuel produced in the Oak Ridge TF3 will be used in X-energy’s Xe-100 high-temperature gas-cooled reactors, the first of which are expected to be operational by 2029.

As previously announced on December 6, 2022, X-energy has entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.

About X-Energy Reactor Company, LLC
X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

About Ares Acquisition Corporation
AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com. 

Additional Information and Where to Find It
In connection with the business combination (the “Business Combination”) with X-energy, AAC filed the registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC has filed and will file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation
This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation
AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

X-energy
Media:
Robert McEntyre
media@x-energy.com

Ares Acquisition Corporation
Investors:

Carl Drake and Greg Mason

+1-888-818-5298

IR@AresAcquisitionCorporation.com

Media:

Jacob Silber

+1-212-301-0376

or

Brittany Cash

+1-212-301-0347

media@aresmgmt.com

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X-energy Canada and Invest Alberta Collaborate to Develop Economic Opportunities in Support of Potential Xe-100 SMR Projects

The Memorandum of Understanding will advance X-energy’s growing relationships in Alberta, helping the province seize the potential economic benefits offered by Xe100 small modular reactors.

EDMONTON, Alberta, CANADA & ROCKVILLE, Maryland, USA—January 30, 2023 – X-Energy Canada, Inc. (“X-energy Canada”), a subsidiary of X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, and Invest Alberta Corporation (“IAC”) have signed a memorandum of understanding (“MOU”) to develop economic opportunities supporting the potential deployment of the Xe-100 small modular reactor (“SMR”) within the province.

Joint efforts will include the identification of supply chain opportunities, engagement with local and provincial governments, and strengthening of relationships with Indigenous communities interested in equity participation in Xe-100 projects. Under the MOU, IAC will also support X-energy’s efforts to establish a divisional office to help advance these local efforts. 

The Xe-100 is a high temperature gas-cooled reactor developed on decades of research, development, and operating experience. Facilities utilizing these SMRs will be scalable to meet demand, with one unit generating up to 80 megawatts of electricity from 200 megawatts of thermal power, and are designed for high reliability and 95% availability. This clean energy solution can directly support heavy industry, including oil sands operations, and petrochemical and other industrial processes, through a combination of high-temperature, 565 degrees Celsius, steam and electric power production.

X-energy estimates that the delivery of a four-unit plant in Alberta would create up to 3,800 full-time jobs in Canada, most of which would be located in Alberta. Direct and indirect jobs in Alberta would include local contractors, service providers, supply chain and trades.

“Alberta’s energy industry is vital to recovering and sustaining a thriving Canadian economy,” said Katherine Moshonas Cole, President at X-energy Canada. “X-energy is ready to support Alberta’s critical energy, chemical and mining industries to affordably achieve the carbon emissions reductions needed, both on and off the grid. A successful early deployment of our Xe-100 SMR technology in Alberta will better position the province to seize the economic opportunities that our technology brings; opportunities that will deliver sustainable economic benefits and will contribute to the diversification and health of Alberta’s economy.”

The Government of Alberta is one of four provincial participants of the Strategic Plan for the Deployment of SMRs, which maps out the path forward to capitalize on the benefits of adopting advanced reactors, including the Xe-100. 

Established as a crown corporation of the Government of Alberta, IAC promotes Alberta as an investment destination of choice to investors internationally, and attracts high-value and high-impact investments to Alberta, Canada. With team members strategically positioned in key markets around the world, the organization works to break down barriers so innovative businesses, like X-energy, can start up, scale up, and succeed without limits. 

“X-energy Canada’s interest in expanding its presence in Alberta represents progress toward the transition to a diversified lower carbon economy,” said Rick Christiaanse, CEO of IAC. “With this MOU in place, Invest Alberta is proud to play a role in advancing the economic benefits, job opportunities, and clean energy opportunities that are key to securing the province’s future.” 

According to a poll conducted by the Angus Reid Institute, nearly three-in-five Canadians support expanding nuclear power generation, with 70% of Albertans responding that they would be comfortable with a nuclear power plant operating in their province.

The MOU is non-binding and non-exclusive.

As previously announced on December 6, 2022, X-energy has entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement (as defined below) being declared effective by the SEC, and other customary closing conditions.

Quotes

• “Alberta continues to attract interest and investment from diverse companies across Canada and the world. This MOU illustrates confidence in what Alberta has to offer—low corporate taxes, support for free enterprise, red tape reduction, and well educated and highly skilled workers—and will result in sustainable economic benefits and new jobs, while helping further diversify and strengthen the province’s economy.” – The Honourable Rajan Sawhney, Minister of Trade, Immigration and Multiculturalism

• “We welcome all market-driven generation solutions that can help grow Alberta’s energy sector and create new jobs. SMRs have great potential to supply non-emitting energy in a number of different applications – including the oil sands. With Alberta’s long history of responsible energy development, we are optimistic about the opportunities ahead and will continue working with industry to explore and enable SMR development in this province.” – The Honourable Pete Guthrie, Minister of Energy

• “A focus on securing investments from innovative world leading companies is part of the Renewed Alberta Advantage. Companies like X-energy Canada are on the leading edge of technological change in our province and the eventual deployment of innovation like that of X-energy’s SMR technology will help further diversify Alberta’s economy. With Alberta’s skilled workforce and our business friendly tax and regulatory environment, Alberta is the place that world leading companies want to do business.” – The Honourable Brian Jean, Minister of Jobs, Economy and Northern Development

Quick Facts

• X-energy Canada is a committed participant in Canada’s SMR Action Plan, a strategy resulting from a pan-Canadian effort to collaborate in the deployment of SMRs by bringing together participants from across Canada, including government, Indigenous Peoples and communities, industry, and civil society.

• In December 2022, X-energy Canada and the Building Trades of Alberta signed an MOU to help prepare the province’s future SMR workforce. 

• Last year, X-energy Canada and Ontario Power Generation (OPG) announced a collaboration to pursue clean energy opportunities that is expected to reduce heavy industry carbon emissions. Under the agreement, the two companies intend to pursue opportunities to deploy Xe-100 advanced reactors in Ontario at industrial sites and identify further opportunities throughout Canada.

About X Energy Reactor Company, LLC.

X Energy Reactor Company, LLC is a leading developer of small modular nuclear reactor and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared conventional nuclear and broader use cases when compared with other SMRs. For more information, visit x-energy.com or connect with us on Twitter or LinkedIn. 

About Invest Alberta

Invest Alberta is engaging the world and providing high-end tailored support to companies, investors, and major new projects. With team members strategically positioned in key markets around the world, Invest Alberta works to break down barriers so businesses can start up, scale up, and succeed without limits. Since 2020, we have helped investors commit billions of dollars and thousands of jobs in diverse sectors into Alberta. For more information please visit: www.investalberta.ca.

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation 

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Contacts

Invest Alberta

communications@investalberta.ca

403 861-9968

X-energy - Canada

Media:

Monifa Miller

Director, Communications and Stakeholder Relations

canada@x-energy.com

X-energy – Global

Media:
Robert McEntyre
media@x-energy.com

Ares Acquisition Corporation

Investors:

Carl Drake and Greg Mason

+1-888-818-5298

IR@AresAcquisitionCorporation.com

Media:

Jacob Silber

+1-212-301-0376

or

Brittany Cash

+1-212-301-0347

media@aresmgmt.com

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