/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
TSX.V: DME
U.S. OTC: DMEHF
Frankfurt: QM01
VANCOUVER, BC, March 3,
2023 /CNW/ - DESERT MOUNTAIN ENERGY CORP. (the
"Company") (TSXV: DME) (OTC: DMEHF) (Frankfurt: QM01) From
the President of the Company. The Company is pleased to
announce the terms of its previously announced marketed public
offering (the "Offering") of units (the "Units") in the capital of
the Company. The Company intends to issue up to 10,300,000 Units at
a price of C$1.95 per Unit (the
"Issue Price"), for aggregate gross proceeds of up to C$20,085,000. Beacon Securities Limited (the
"Agent"), is acting as sole Agent in connection with the Offering.
Each Unit will consist of one common share in the capital of the
Company (a "Unit Share") and one common share purchase warrant (a
"Warrant") of the Company. Each Warrant will entitle the holder
thereof to acquire one common share (a "Warrant Share") at a price
per Warrant Share of C$2.70 for a
period of 24 months following the Closing Date (as defined
below).
The Company has granted the Agent an option (the "Over-Allotment
Option") exercisable, at the sole discretion of the Agent by giving
notice to the Company at any time and from time to time up to 30
days following the Closing Date (as defined below), to sell up to
an additional number of Units (the "Additional Units") equal to 15%
of the Units sold pursuant to the Offering at a price per
Additional Unit equal to the Issue Price to cover over-allotments,
if any, and for market stabilization purposes. For certainty, the
Over-Allotment Option will be exercisable for Additional Units,
Unit Shares and/or Warrants (or any combination thereof).
Freedom Capital Markets is acting as advisor to the Company in
connection with the Offering.
If, at any time after the Closing Date and prior to the expiry
date of the Warrants, the volume weighted average trading price of
the Company's common shares on the TSX Venture Exchange is greater
than C$4.50 for a period of 10
consecutive trading days, the Company may, within 10 business days
of the occurrence of such event, accelerate the expiry date of the
Warrants by giving notice (the "Warrant Acceleration Notice") to
the holders of the Warrants, and issuing a concurrent press
release, and, in such case, the expiry date of the Warrants shall
be the date specified by the Company in the Warrant Acceleration
Notice, provided such date shall not be less than 30 trading days
following delivery of the Warrant Acceleration Notice.
The Units will be offered by way of short-form prospectus in
each of the Provinces of Canada,
except Quebec. The Company will
shortly file an amended and restated preliminary short-form
prospectus, amending and restating the preliminary short-form
prospectus filed on March 2, 2023 and
setting out terms of the Offering. The Units may be offered by
private placement to eligible purchasers resident in other
jurisdictions that are mutually agreed to by the Company and the
Agent, each acting reasonably, provided that no prospectus filing
or comparable obligation arises and the Company does not thereafter
become subject to continuous disclosure obligations in such
jurisdictions. The Units may be offered and sold in the United States to a limited number of
Qualified Institutional Buyers (as defined in Rule 144A under the
United States Securities Act of 1933, as amended (the "1933 Act"))
and to a limited number of "accredited investors" (as defined in
Rule 501(a) of Regulation D under the 1933 Act), in each case by
way of private placement pursuant to an exemption from the
registration requirements of the 1933 Act and pursuant to any
applicable securities laws of any state of the United States. Any Units offered and sold
in the United States shall be
issued as "restricted securities" (as defined in Rule 144(a)(3)
under the 1933 Act).
The Company intends to use the net proceeds of the Offering for
continued drilling and exploration, the purchase of infrastructure
to support the McCauley facility and the purchase of a second
Helium facility as well as other corporate purposes and for general
and administrative expenses.
The Offering is expected to close on or about March 23, 2023 (the "Closing Date"), or such
other date as may be agreed between the Agent and the Company, and
is subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory and stock exchange approvals,
including the approval of the TSX Venture Exchange and the
applicable securities regulatory authorities.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
ABOUT DESERT MOUNTAIN ENERGY
Desert Mountain Energy Corp. is a publicly traded resource
company primarily focused on exploration, development and
production of helium, hydrogen and noble gases. The Company is
primarily looking for elements deemed critical to the renewable
energy and high technology industries.
We seek safe harbor
"Robert Rohlfing"
Robert
Rohlfing
Exec Chairman & CEO
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in polices of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. The statements made in this press release
may contain certain forward-looking statements that involve a
number of risks and uncertainties. Actual events or results
may differ from the Company's expectations.
Cautionary Note Regarding Forward-Looking
Statements
This news release contains
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Such forward looking statements
and information herein include but are not limited to statements
regarding the Company's anticipated performance in the future the
planned exploration activities, receipt of positive results from
drilling, the completion of further drilling and exploration work,
and the timing and results of various activities.
Forward-looking statements or information involve known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
the Company and its operations to be materially different from
those expressed or implied by such statements. Such factors
include, among others, changes in national and local governments,
legislation, taxation, controls, regulations and political or
economic developments in Canada
and the United States; financial
risks due to helium prices, operating or technical difficulties in
exploration and development activities; risks and hazards and the
speculative nature of resource exploration and related development;
risks in obtaining necessary licenses and permits, and challenges
to the Company's title to properties.
Forward-looking statements are based on assumptions
management believes to be reasonable, including but not limited to
the continued operation of the Company's exploration operations, no
material adverse change in the market price of commodities, and
such other assumptions and factors as set out herein. Although the
Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking statements or information, there may be other
factors that cause results to be materially different from those
anticipated, described, estimated, assessed or intended. There can
be no assurance that any forward-looking statements or information
will prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements or
information. Accordingly, readers should not place undue reliance
on forward-looking statements or information. The Company does not
intend to, and nor does not assume any obligation to update such
forward-looking statements or information, other than as required
by applicable law.
SOURCE Desert Mountain Energy Corp.