Surrey, British Columbia--(Newsfile Corp. - December 1, 2022) - Desert Gold Ventures Inc. (TSXV: DAU) (FSE: QXR2) (OTCQB: DAUGF) ("Desert Gold" or "the Company") announces that, subject to exchange approval, it will conduct a non-brokered private placement of 24,285,714 units at a price of CAD $0.07 per unit (the "Unit") raising CAD$1,700,000 (the "Financing"). Each Unit will consist of one common share in the equity of the Company and one common share purchase warrant (the "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of CAD $0.08 per common share for a period of three (3) years from the closing of the Financing.
The Company may pay a finder's fee to qualified individuals in respect to the Financing. Securities issued as a result of the Financing will be subject to a statutory hold period.
The proceeds of the Financing will be used primarily for exploration activities at the Company's flagship SMSZ Gold Project and for general working capital purposes.
Should any directors and/or officers of the Company acquire Units under the Financing such participation is considered to be a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 if neither the fair market value of any securities issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.
The Company also clarifies that it closed its previous financing in April 2022 on 11,742,334 units; however, the correct number of units was 11,741,667.
ON BEHALF OF THE BOARD
"Jared Scharf"
___________________________
Jared Scharf
President & CEO
ABOUT DESERT GOLD
Desert Gold Ventures Inc. is a gold exploration and development company which holds 2 gold exploration permits in Western Mali (SMSZ Project and Djimbala) and its Rutare gold project in central Rwanda. For further information please visit www.SEDAR.com under the company's profile. Website: www.desertgold.ca
CONTACT
Jared Scharf, President & CEO
Email: jared.scharf@desertgold.ca
This news release contains forward-looking statements respecting the Company's ability to successfully complete the Offering. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Such statements are based on current expectations, are subject to a number of uncertainties and risks, and actual results may differ materially from those contained in such statements, including the inability of the Company to successfully complete the Offering. These uncertainties and risks include, but are not limited to, the strength of the capital markets, the price of gold; operational, funding, and liquidity risks; the degree to which mineral resource estimates are reflective of actual mineral resources; and the degree to which factors which would make a mineral deposit commercially viable are present; the risks and hazards associated with mining operations. Risks and uncertainties about the Company's business are more fully discussed in the company's disclosure materials filed with the securities regulatory authorities in Canada and available at www.sedar.com and readers are urged to read these materials. The Company assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements unless required by law.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the united states securities act of 1933, as amended, and may not be offered or sold in the united states or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such act.
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