/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, March 2,
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 that it has launched a marketed public offering
(the "Offering") of units (the "Units") in the capital of the
Company, at a price to be determined in the context of the market
(the "Issue Price") for gross proceeds of up to C$20 million. 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 a number of common share purchase
warrants (each whole warrant, a "Warrant") to be determined in the
context of the market. Each Warrant will entitle the holder thereof
to acquire one common share in the capital of the Company at terms
to be determined in context of the market.
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.
The Units will be offered by way of short-form prospectus to be
filed in each in each of the Provinces of Canada, except Quebec and/or 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.