TSX.V: DME
Frankfurt: QM01
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, March 24,
2023 /CNW/ - DESERT MOUNTAIN ENERGY CORP.
(the "Company") (TSXV: DME) (OTC: DMEHF) (FSE: QM01) From
the President of the Company. The Company is pleased to
announce the closing of its previously announced "best efforts"
public offering of 11,300,000 units of the Company (each, a "Unit")
at a price of C$1.95 per Unit (the
"Issue Price") for gross proceeds of C$22,035,000, which includes the partial exercise
of the Over-Allotment Option (as defined below) (the "Offering").
The Company 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 is comprised of one common share of the Company (each,
a "Common Share") and one Common Share purchase warrant (each, a
"Warrant"). Each Warrant entitles the holder to acquire one Common
Share at an exercise price of C$2.70
per Common Share. The Warrant is exercisable for a period of twenty
four (24) months from the closing of the Offering (the "Closing
Date"). 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
granted 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, to arrange for the sale
of up to an aggregate number of additional units or Common Shares
and/or Warrants of the Company (the "Additional Securities") 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 paid the Agent a cash
fee equal to six percent (6%) of the gross proceeds of the Offering
($718,848), with the exception of
gross proceeds raised and received by the Company from purchasers
who settled 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 received a number of compensation options (the "Agent's
Compensation Options") equal to six percent (6%) of the number of
Units issued under the Offering, and six percent (6%) of the number
of Additional Securities issued in the event of an Over-Allotment
Option exercise, 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 paid the Agent
a corporate finance
fee of $600,000, plus applicable taxes. In
addition, the Agent received 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 was 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.