VANCOUVER, BC / ACCESSWIRE / December 8, 2017 / Desert Star Resources Ltd. (TSX-V: DSR) ("Desert Star" or the
"Company") is pleased to announce that it has closed a private placement of 22,498,807 subscription receipts of the Company's
wholly-owned subsidiary, Desert Star Holdings Corp., previously announced on November 2, 2017, for aggregate gross proceeds of
$14,624,224.55 ( the "Offering").
Each subscription receipt was priced at $0.65 and entitles the holder to ultimately receive one unit of the Company consisting
of one common share of the Company and one-half of one common share purchase warrant with each whole warrant entitling the holder
to acquire an additional common share of the Company at $1.00 per share for 36 months following conversion of the subscription
receipts into the underlying units.
Proceeds of the Offering will be held in escrow pending conversion of the subscription receipts upon satisfaction of certain
conditions precedent, including completion of all conditions precedent for the proposed acquisition of the Kutcho Project discussed
below. If the conversion of the subscription receipts does not occur before 5:00 pm (Vancouver time) on December 15, 2017 (unless
extended) the holders of the subscription receipts will be entitled to a return of their full subscription price and their pro rata
entitlement to the interest earned on the escrowed funds. The subscription receipts are subject to a hold period of four months and
one day from closing. The common shares and warrants of the Company issuable upon conversion of the subscription receipts will be
free from resale restrictions under applicable securities laws.
In connection with the Offering, Macquarie Capital Markets Canada Ltd. acted as lead agent on behalf of a syndicate of agents
including BMO Capital Markets, Haywood Securities Inc., and PI Financial Corporation (the "Agents"), who sold an aggregate of
11,715,615 Subscription Receipts for aggregate gross proceeds of $7,615,149.75 on a brokered-basis. An additional 10,783,192
subscription receipts were sold on a non-brokered under the Offering basis for aggregate gross proceeds of $7,009,074.80. At the
time of conversion of the subscription receipts, the Agents will be entitled to receive a 6% cash commission and non-transferable
broker warrants ("Broker Warrants") to purchase an aggregate of 346,853 common shares for 24 months at $0.65 per share. In
addition, certain arm's length finders will be entitled to aggregate finders fees totaling $256,065.85, and an aggregate of 171,425
Broker Warrants.
The Company is also pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "Exchange")
for the acquisition (the "Acquisition") of the Kutcho high grade copper-zinc- silver-gold project (the "Kutcho Project") from
Capstone Mining Corp., previously announced by the Company on June 15, 2017. In connection with the receipt of Exchange approval
for the Acquisition, the Company has filed with the Canadian securities regulators and the Exchange an independent technical report
prepared in accordance with "Prefeasibility Study Technical Report on the Kutcho Project, British Columbia" (the "Technical
Report") which has an effective date of June 15, 2017 and a report date of July 31, 2017, a copy of which can be found under the
Company's profile at www.SEDAR.com. The Technical Report and author consents, therefore,
contain updated consent language required under the policies of the Exchange, but does not otherwise differ from the Prefeasibility
study previously filed by the Company on July 31, 2017 (the "July 2017 PFS") and there has been no change to the mineral resource
estimates contained in the July 2017 PFS.
The Company is also pleased to announce it has appointed Stephen Quinn, Bill Bennett, and Jay Sujir to the Company's board of
directors and has appointed Allison Rippin Armstrong as Vice President of Community & Environment. Keith Henderson and Chris Taylor
have resigned from the Company's board of directors. The Company wishes to extend its gratitude to Keith and Chris for their years
of service. Gavin Cooper also resigned from the Company's board of directors but will remain in his role of Chief Financial Officer
of the Company.
In connection with the closing of the Acquisition, the Company plans to change its name to Kutcho Copper Corp. and will change
its trading symbol to "KC."
Completion of the Acquisition is subject to a number of conditions precedent, including, without limitation, the receipt of all
regulatory approvals, including the final acceptance of the Exchange.
Vince Sorace
President and CEO, Desert Star Resources Ltd.
For further information regarding Desert Star, please email info@desertstar.ca, or visit our website at www.desertstar.ca.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Cautionary Note Regarding Forward-Looking Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accept responsibility for the adequacy or accuracy of this release.
This news release contains certain statements that may be deemed "forward-looking statements" with respect to the Company
within the meaning of applicable securities laws, including statements with respect to the proposed acquisition of the
Kutcho Project, private placement and related financing arrangements with Wheaton Precious Metals, estimated mineral
resources and mineral reserves, the timing and amount of estimated production, costs of production, capital expenditures, commodity
price assumptions, the Company's ability to successfully obtain all regulatory approvals and permits to commence and conduct mining
operations, environmental risks and title challenges. Forward-looking statements are statements that are not historical
facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends,"
"estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or
"should" occur. Although Desert Star believes the expectations expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results
or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but
are not limited to, Desert Star's ability to negotiate a final binding transaction agreements, obtain all requisite
approvals for the proposed acquisition of the Kutcho Project, private placement and related financing arrangements with Wheaton
Precious Metals, including approval of the TSX Venture Exchange, the Company's ability to raise sufficient capital to fund
its obligations under the proposed acquisition of the Kutcho Project or under its property agreements going forward, to maintain
its mineral tenures and concessions in good standing, to explore and develop the Kutcho Project or its other projects, to repay its
debt and for general working capital purposes; changes in economic conditions or financial markets; the inherent hazards associates
with mineral exploration, and mining operations, future prices of copper and other metals, changes in general economic conditions,
accuracy of mineral resource and reserve estimates, the ability of Desert Star to obtain the necessary permits and consents
required to explore, drill and develop the Kutcho Project and if obtained, to obtain such permits and consents in a timely fashion
relative to Desert Star's plans and business objectives for the projects; the general ability of Desert Star to monetize its
mineral resources; and changes in environmental and other laws or regulations that could have an impact on the Company's
operations, compliance with environmental laws and regulations, aboriginal title claims and rights to consultation and
accommodation, dependence on key management personnel and general competition in the mining industry. Forward-looking statements
are based on the reasonable beliefs, estimates and opinions of Desert Star's management on the date the statements are made. Except
as required by law, Desert Star undertakes no obligation to update these forward-looking statements in the event that management's
beliefs, estimates or opinions, or other factors, should change.
United States Advisory
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to
Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for
the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless
the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S.
Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S.
Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be
unlawful.
Desert Star Resources Ltd. |717 - 1030 West Georgia Street | Vancouver, British Columbia | Canada | V6E 2Y3
Telephone: (604) 628-5623 | www.desertstar.ca
SOURCE: Desert Star Resources Ltd.