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Thursday, 03/02/2023 5:14:23 PM

Thursday, March 02, 2023 5:14:23 PM

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DESERT MOUNTAIN ENERGY ANNOUNCES C$20 MILLION MARKETED PUBLIC OFFERING OF UNITS

Vancouver, British Columbia — DESERT MOUNTAIN ENERGY CORP. (the “Company”) (TSX.V: DME, U.S. 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 warrant (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 22, 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.
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