Mr. Jared Scharf reports
DESERT GOLD ANNOUNCES CAD $5 MILLION LIFE PRIVATE PLACEMENT
Desert Gold Ventures Inc. has arranged a non-brokered private placement for the sale of up to 62.5 million units of the company at a price of eight cents per offered unit for gross proceeds of up to $5-million. Red Cloud Securities Inc. is acting as a finder for the company in connection with the offering.
Each offered unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder to purchase one common share of the company at a price of 12 cents at any time on or before the date that is 24 months after the closing date (as defined herein).
The company intends to use the net proceeds from the offering to commission the first phase of its gravity plant at the company's fully permitted Barani East gold oxide project in western Mali, as well as for resource expansion and exploration drilling at its SMSZ project in western Mali and Tiegba gold project in Ivory Coast, and for general working capital purposes. Details are more fully described in the offering document (as herein defined).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in all of the provinces of Canada except Quebec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issuable from the sale of the units are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The units will also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The closing of the offering is anticipated to occur on or about Feb. 20, 2026, or such other dates as may be determined by the company. The closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange. Finders' fees will be payable in accordance with the policies of the TSX-V.
About Desert Gold Ventures Inc.
Desert Gold is a gold exploration company that controls properties in both Mali and Ivory Coast. This includes the 440-square-kilometre SMSZ project in western Mali, as well as the newly optioned 297-square-kilometre Tiegba gold project in western Ivory Coast within the prolific Birimian greenstone belt.
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