Not for distribution to US Newswire Services or for dissemination in the United States
Surrey, British Columbia--(Newsfile Corp. - January 26, 2026) - Desert Gold Ventures Inc. (TSXV: DAU) ("Desert Gold" or the "Company") is pleased to announce a non-brokered private placement (the "Offering") for the sale of up to 62,500,000 units of the Company (the "Offered Units") at a price of C$0.08 per Offered Unit for gross proceeds of up to CAD $5,000,000. 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, a "Warrant"). Each whole Warrant shall entitle the holder to purchase one common share of the Company at a price of C$0.12 at any time on or before the date which 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 West Mali as well as for resource expansion and exploration drilling at its SMSZ Project in Western Mali and Tiegba gold project in Cote d'Ivoire 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 ("NI 45-106"), the Units will be offered for sale to purchasers resident in all of the provinces of Canada except Québec 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 "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 (the "U.S. Securities Act"), 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 (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.desertgold.ca. Prospective investors should read this Offering Document before making an investment decision.
The closing of the Offering is anticipated to occur on or about February 20, 2026 or such other date(s) as may be determined by the Company (the "Closing Date"). 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 ("TSXV"). Finder's fees will be payable in accordance with the policies of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Desert Gold Ventures
Desert Gold is a gold exploration company which controls properties in both Mali and Cote d'Ivoire. This includes the 440km2 SMSZ Project in Western Mali as well as the newly optioned 297km2 Tiegba gold project in western Cote d'Ivoire within the prolific Birimian greenstone belt.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking information"). Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's assessment of the Company's plans and operations relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions, although not all forward-looking information contains these identifying words.
More particularly and without limitation, the forward‐looking information in this news release includes (i) expectations regarding the Company's financing plans and receipt of regulatory and TSXV approvals; (ii) expectations regarding the LIFE Offering and timing and closings thereof; and (iii) expectations concerning the Company's plans and objectives in respect of the LIFE Offerings' net proceeds. Forward-looking information is based on a number of factors and assumptions that have been used to develop such information, but which may prove to be incorrect and are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.
Contact Information
For further information, please contact:
Jared Scharf | President and CEO
jared.scharf@desertgold.ca
phone: +1 (604) 357-4726
www.desertgold.ca
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.

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