Desert Gold Announces Early Warrant Exercise Incentive Program
Desert Gold Announces Early Warrant
Exercise Incentive Program
Delta, British Columbia--(Newsfile Corp. - September 6, 2024) - Desert Gold Ventures Inc. (TSXV:
DAU) (FSE: QXR2) (OTCQB: DAUGF) (the "Company") is pleased to announce the implementation of a
warrant exercise incentive program (the "Program") intended to encourage the exercise of up to
48,235,326 unlisted common share purchase warrants of the Company (the "Eligible Warrants") which
were issued as part of the Company's private placements which closed on
December 21, 2022, January
23, 2023 and February 2, 2023 (collectively "Financing 1") and
the private placement which closed on
March 26, 2024 and May 22, 2024 (collectively "Financing 2").
The Financing 1 and Financing 2
warrants had an exercise price of $0.08.
Each Eligible Warrant is exercisable for one common share of the Company (each a "Common Share")
at a price of $0.08 per Common Share.
Pursuant to the Program, the Company is offering an inducement to each holder of Eligible Warrants
("Warrant Holders") that exercises Eligible Warrants during an early exercise period (the "Early Exercise
Period") consisting of one new Warrant (the "New Warrant") in addition to the common share subscribed
for.
Each New Warrant is exercisable at $0.08 for 3 years. The Expiry Date of the New Warrants will be
subject to an accelerated expiry if the shares of the Company trade on the TSX Venture Exchange at or
above $0.20, for a period of ten (10) consecutive trading days.
To the extent that Warrant Holders of Eligible Warrants take advantage of the opportunity to exercise
their Eligible Warrants early, this will fund exploration and development work at the Company's flagship
SMSZ Project in western Mali.
Eligible Warrants that remain unexercised following the completion of the
Early Exercise Period (defined below) will continue to be exercisable for Common Shares on the original
terms as they existed prior to the Program.
Summary Information about Warrant Incentive Program
The Early Exercise Period will commence one day after receipt of TSX Venture Exchange conditional
approval and extend for 4 weeks. A follow up press release will be issued upon receipt of conditional
exchange approval.
The Incentive Warrants and any Common Shares issuable on the exercise thereof
will be subject to a four-month hold period from the date of issuance of the Incentive Warrants pursuant to
applicable Canadian securities laws. The acceleration clause of the New Warrants will only begin after
the four-month holder period has expired.
Depending upon the number of Eligible Warrants exercised during the Early Exercise Period, the
Company expects to:
receive gross proceeds of up to $3,858,826.08;
issue up to 48,235,326 Common Shares pursuant to the exercise of Eligible Warrants in
accordance with the terms of the Eligible Warrants; and
issue up to 48,235,326 Incentive Warrants to Warrant Holders pursuant to the exercise of the
Eligible Warrants on or before the Early Exercise Expiry Date.
The terms and conditions of the Program and the method of exercising Eligible Warrants pursuant to the
Program are set forth in a letter which is being delivered to the last known contact of each Warrant
Holder.
Warrant Holders who wish to participate in the Program will agree to exercise their Eligible
Warrants and deliver the other necessary documents in consideration of the issuance by the Company of
the Incentive Warrants.
The Program is subject to approval from the TSX Venture Exchange (the "Exchange") and is subject to
the receipt of all final regulatory approvals, including final approval of the Exchange.
The number of
Eligible Warrants to be exercised by insiders of the Company is limited to no more than 10% of the total
Eligible Warrants and the Company will issue no more than 4,823,532 Incentive Warrants to insiders
under the Program.
Insiders presently hold 16.85% of the Eligible Warrants.
Procedure for the Exercise of Warrants
Upon commencement of the Early Exercise Period, registered holders of Eligible Warrants may
exercise their rights to acquire the Common Shares and Incentive Warrants.
All Eligible Warrants must be processed through the Company at the offices of the Company located at
4770-72nd St., Delta, British Columbia, V4K 3N3, Canada. Attention: Kul Manik Singh.
To exercise Eligible Warrants during the Early Exercise Period, a Warrant Holder must:
1. Surrender the original Warrant Certificate(s) representing the Eligible Warrants to the Company by
hand or courier at the address noted above.
The Warrant Certificate(s) representing the Eligible
Warrants must be submitted together with:
(a) a duly completed and executed Subscription Form as attached to the Eligible Warrant Certificate,
specifying the number of Eligible Warrants that the Warrant Holder intends to exercise; and
(b) a certified cheque, bank draft, bank wire or money order in Canadian dollars, payable to or to the
order of "Desert Gold Ventures Inc." in an amount equal to $0.08 multiplied by the number of Eligible
Warrants that the Warrant Holder intends to exercise.
All Eligible Warrant Certificates surrendered for full exercise will be cancelled by the Company and will
be of no further force or effect.
All Eligible Warrant Certificates surrendered together with a duly completed and executed Subscription
Form, and payment of the applicable exercise price for the number of Eligible Warrants exercised will be
deemed to be surrendered only upon personal delivery thereof to, or, if sent by mail or other means of
transmission, upon actual receipt thereof by the Company.
Any use of the mail to transmit Eligible
Warrant Certificates is at the risk of the Warrant Holder.
If such documents are to be mailed, it is
recommended that registered mail, properly insured, be used with acknowledgement of receipt
requested.
Fractional Shares
The Company will not be obligated to issue any fractional Common Shares, fractional Incentive Warrants
or any cash or other consideration in lieu thereof upon the exchange of one or more Eligible Warrants.
If
any fraction of a Common Share or Incentive Warrant would otherwise be issuable, the number of such
securities so issued will be rounded down to the nearest whole number without compensation thereof.
On behalf of the board of directors,
Jared Scharf
President, CEO & Director
About Desert Gold Ventures
Desert Gold Ventures Inc. is a gold exploration and development company which controls the 440 km
2
SMSZ Project in Western Mali containing Measured and Indicated Mineral Resources of 8.47 million
tonnes grading 1.14 g/t gold totaling 310,300 ounces and Inferred Mineral Resources of 20.7 million
tonnes grading 1.16 g/t gold totaling 769,200 ounces. For further information please visit
www.sedarplus.ca
under the company's profile. Website:
www.desertgold.ca
.
CONTACT
Jared Scharf, President & CEO
Email:
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.sedarplus.ca
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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/222465