Demesne Resources Ltd. Files Final Prospectus and Announces Receipt of Conditional Approval For CSE Listing

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 8, 2023 /CNW/ - Demesne Resources Ltd. (the "Company") is pleased to announce that it has obtained a receipt for its final long form prospectus (the "Final Prospectus") filed with the securities regulatory authorities in Ontario, British Columbia and Alberta, in connection with the Company's proposed initial public offering (the "Offering") of common shares of the Company ("Common Shares"). The Company also announces that it has received conditional approval from the Canadian Securities Exchange (the "CSE") to list its Common Shares on the CSE, subject to fulfilling customary CSE requirements.

"We couldn't be more excited to complete this major milestone in the listing process," Demesne Resources Ltd. CEO Brennan Direnfeld said. "During the past year, Demesne has achieved significant milestones in terms of growth and our team will continue to work tirelessly to develop the Star Property with the objective of creating long-term value for our shareholders."

The Offering is for an aggregate of 5,000,000 Common Shares of the Company at a purchase price of $0.10 per Common Share. The aggregate gross proceeds of the Offering will be $500,000. The Common Shares are being offered on a "commercially reasonable efforts" basis pursuant to an agency agreement between the Company and PI Financial Corp., which has been entered into in connection with the Offering. There can be no guarantee that the CSE will accept the listing of the Common Shares.

The Company anticipates closing of the Offering to occur on or about March 15, 2023, subject to satisfaction of certain closing conditions, including, but not limited to satisfaction of the approval conditions of the CSE for the listing of the Common Shares, among other things.

A copy of the Final Prospectus is available on SEDAR at www.sedar.com.

ABOUT DEMESNE RESOURCES LTD.

Demesne Resources Ltd. is a British Columbia based company involved in the acquisition and exploration of magnetite mineral properties, with a focus on mineral properties located in British Columbia. The Company's sole property is the Star Project, consisting of five contiguous mineral titles covering an area of approximately 4,615.75 hectares located in the Skeena Mining Division, British Columbia, Canada. The Company has entered into an option agreement pursuant to which it is entitled to earn an undivided 100% interest in the Star Project.

FORWARD–LOOKING STATEMENTS

This news release contains forward–looking statements and forward–looking information within the meaning of Canadian securities legislation (collectively, "forward–looking statements") that relate to the Company's current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical facts and may be forward–looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward–looking statements. In particular and without limitation, this news release contains forward-looking statements pertaining to the Company's proposed CSE listing, the size of the Offering, the completion of the Offering and the timing thereof. No assurance can be given that these expectations will prove to be correct and such forward–looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

Forward–looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward– looking statements. Such risks and uncertainties include, but are not limited to, failure to complete the Offering, the impact and progression of the COVID–19 pandemic and other factors set forth under "Forward–Looking Statements" and "Risk Factors" in the Prospectus. The Company undertakes no obligation to update or revise any forward–looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward–looking statement. Any forward–looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CANADIAN SECURITIES EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

SOURCE Demesne Resources Ltd.

Demesne Resources Ltd., Brennan Direnfeld, CEO, Corporate Secretary and Director, Email: [email protected]