/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
TSX.V: DME
Frankfurt: QM01
VANCOUVER, BC, March 21,
2023 /CNW/ - DESERT MOUNTAIN ENERGY CORP. (the
"Company") (TSXV: DME) (OTC: DMEHF) (Frankfurt: QM01) From
the President of the Company. Further to the Company's
news releases of March 2nd
and 3rd, 2023, the Company is pleased to announce it has
filed and obtained a receipt for the final short form prospectus in
connection with its previously announced "best efforts" public
offering of a minimum of 5,128,500 units of the Company (each, a
"Unit") and a maximum of 10,300,000 Units at a price of
C$1.95 per Unit (the "Issue Price")
for minimum gross proceeds of C$10,000,575 and maximum gross proceeds of
C$20,085,000 (the "Offering"). The
Company has entered into an agency agreement (the "Agency
Agreement") with Beacon Securities Limited (the "Agent") to sell
the Units on a commercially reasonable best efforts agency
basis.
Each Unit will be comprised of one common share of the Company
(each, a "Common Share") and one Common Share purchase warrant
(each, a "Warrant"). Each Warrant will entitle the holder to
acquire one Common Share at an exercise price of C$2.70 per Common Share. The Warrant will be
exercisable for a period of twenty four (24) months from the
Closing Date (as defined below). 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.
Pursuant to the terms of the Agency Agreement, the Company has
agreed to grant the Agent an over-allotment option (the
"Over-Allotment Option") exercisable, in whole or in part, at the
sole discretion of the Agent, at any time and from time to time,
until the date that is 30 days following the Closing Date (as
defined below), to arrange for the sale of up to an aggregate
number of additional units of the Company (the "Additional Units")
equal to fifteen percent (15%) of the aggregate number of Units
issued pursuant to the Offering, at a price equal to the Issue
Price.
In consideration for the services rendered by the Agent in
connection with the Offering, the Company has agreed to pay to the
Agent a cash fee equal to six percent (6%) of the gross proceeds of
the Offering (including upon any exercise of the Over-Allotment
Option), with the exception of gross proceeds raised and received
by the Company in the Offering from any purchasers that settle
their purchase of Units directly with the Company (the "Direct
Settlement List"). As additional consideration for the services
rendered by the Agent in connection with the Offering, the Agent
will receive a number of compensation options (the "Agent's
Compensation Options") equal to six percent (6%) of the number of
Units issued under the Offering (including any Additional Units
issued upon the Agent's exercise of the Over-Allotment Option),
with the exception of the Units issued under the Offering to
purchasers included in the Direct Settlement List. Each Agent's
Compensation Option entitles the holder thereof to purchase,
subject to adjustment in certain circumstances, one Common Share of
the Company at an exercise price equal to the Issue Price for a
period of twenty four (24) months from the Closing Date.
The Company has also agreed to pay the Agent a corporate finance
fee of $600,000, plus applicable
taxes. In addition, the Agent will receive up to 309,360 corporate
finance fee compensation options, to purchase an equal number of
Common Shares, subject to adjustment in certain circumstances, at
the Issue Price for a period of twenty four (24) months from the
Closing Date.
The Offering is expected to close on or about March 24, 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 approval of the TSX Venture Exchange.
The Offering is being made pursuant to a short form prospectus
filed in each of the provinces of Canada with the exception of Québec. A
copy of the short form prospectus, which contains important
information relating to the Units, and other matters, is available
on SEDAR at www.sedar.com.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
any U.S. state securities laws, and may not be offered or sold in
the "United States" or to "U.S.
persons" (as such terms are defined in Regulation S under the U.S.
Securities Act) absent registration under the U.S. Securities Act
and all applicable U.S. state securities laws, or in compliance
with an applicable exemption from such 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 timing of closing of
the Offering, the final size of the Offering, and the payment of
certain fees.
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.