/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
KINGSTON, ON, April 27,
2023 /CNW/ - Delta Resources Limited (TSXV:
DLTA) ("Delta Resources" or
the "Company") is pleased to announce that in
connection with its previously announced "bought deal" private
placement financing, the Company and Cormark Securities Inc. as
lead underwriter and sole bookrunner on behalf of a syndicate of
underwriters (collectively, the "Underwriters") have agreed to
increase the size of the previously announced financing. The
Company will now issue: (i) 7,143,000 "flow-through" units of the
Company (the "FT Units") at a price of $0.63 per FT Unit (the "FT Issue Price")
for gross proceeds of $4,500,090; and
(ii) 7,778,000 units of the Company (the "HD Units")
at a price of 0.45 per HD Unit (the "HD Issue Price")
for gross proceeds of $3,500,100, for
aggregate gross proceeds to the Company of approximately
$8.0 million (collectively, the
"Offering").
Each FT Unit will be comprised of one common share of the
Company and one-half of one common share purchase warrant (each
whole common share purchase warrant, a "Warrant"), each of
which will qualify as a "flow-through share" (within the meaning of
subsection 66(15) of the Income Tax Act (Canada). Each HD Unit will be comprised
of one common share of the Company and one-half of one
Warrant. Each Warrant will entitle the holder thereof to
purchase one common share of the Company (a "Warrant Share")
at an exercise price of $0.63 for a period of 2 years following the
closing of the Offering. For greater certainty, the proceeds from
the exercise of the Warrants will not be flow-through eligible.
The Underwriters will have the option, exercisable in whole or
in part at any time up to 48 hours prior to the closing of the
Offering, to arrange for the purchase of up to that number of
additional HD Units at the HD Issue Price and/or FT Units at the FT
Issue Price for gross proceeds of up to $2,000,000.
The net proceeds from the issue of the HD Units will be used for
working capital and general corporate purposes. The Company will
use an amount equal to the gross proceeds received by the Company
from the sale of the FT Units, pursuant to the provisions in the
Income Tax Act (Canada), to
incur eligible "Canadian exploration expenses" that qualify as
"flow-through mining expenditures" as both terms are defined in the
Income Tax Act (Canada) and
"eligible Ontario exploration
expenditures" as defined in subsection 103(4) of the Taxation
Act, 2007 (Ontario) (the
"Qualifying Expenditures") related to the Company's projects
in Ontario, on or before
December 31, 2024, and to renounce
all the Qualifying Expenditures in favour of the subscribers of the
FT Units effective December 31,
2023.
The Offering is expected to close on or about May 17, 2023, or such other date as the Company
and the Underwriters may agree and is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory and other approvals including the acceptance of the TSX
Venture Exchange.
The Offering will be made way of private placement pursuant to
applicable exemptions from the prospectus requirements in each of
the provinces of Canada and, in
the case of the HD Units, such other jurisdictions, 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.
The securities offered have not been, nor will they be,
registered under the United States Securities Act of 1933,
as
amended, or any state securities law, and may not be offered, sold
or delivered, directly or indirectly, within
the United States, or to or for the account or benefit of
U.S. persons, absent registration
or an exemption from such registration requirements. This news release
does not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale
of securities in any state in the United
States in which such offer, solicitation or sale would
be unlawful.
About Delta Resources Limited
Delta Resources Limited is a Canadian mineral exploration
company focused on growing shareholder value through the
exploration of two very high-potential gold and base-metal projects
in Canada. DELTA-1 covers 58.3
square kilometres located 50 kilometres west of Thunder Bay, Ontario where a gold mineralized
zone 1500 metres long was outlined through drilling in a
multi-kilometre-scale intense alteration halo. DELTA-2 VMS and
DELTA-2 GOLD covers 194 square kilometres in the prolific
Chibougamau District of
Quebec.
Neither 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.
Cautionary and Forward-Looking Statements
This news release contains "forward-looking information" within
the meaning of the applicable Canadian securities legislation that
is based on expectations, estimates, projections and
interpretations as at the date of this news release. Any statement
that implies predictions, expectations, interpretations, opinions,
plans, projections, objectives, assumptions, future events or
performance (often using words such as "expects" or "does not
expect", "is expected", "interpreted", "in management's opinion",
"anticipates", or "plans", "budget", "schedule", "forecasts"
including negative and grammatical variations thereof, statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved) is not a
statement of historical fact and may constitute forward-looking
information and is intended to identify forward-looking
information. This news release may contain forward-looking
information relating to, among other things, the terms of the
Offering; the use of proceeds of the Offering; the timing and
ability of the Company to close the Offering; the timing and
ability of the Company to receive necessary regulatory and other
approvals, including the acceptance of the Offering by the TSX
Venture Exchange; the ability of the Company to incur in full or at
all "Canadian exploration expenses" that qualify as "flow-through
mining expenditures" and the renunciation thereof to the purchasers
of the FT Units and timing thereof; the tax treatment of the FT
Units. These factors include, but are not limited to, risks
associated with the ability of exploration activities (including
drilling results) to accurately predict mineralization; the
Company's ability to obtain required approvals; the results of
exploration activities; risks associated with mining operations;
global economic conditions; metal prices; dilution; environmental
risks; and community and non-governmental actions and general
economic conditions. Although the forward-looking information
contained in this news release is based on assumptions that
management believes are reasonable at the time of release, Delta
Resources cannot provide any assurance that actual results will be
consistent with the forward-looking information, as there may be
other factors that cause results not to be as anticipated,
estimated or intended, and neither Delta Resources nor any other
person assumes responsibility for the accuracy or completeness of
forward-looking information. All statements made, other than
statements of historical fact, that address the Company's
intentions and the events and developments that the Company
anticipates, are considered forward-looking statements. Although
the Company believes that the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance, and
actual results or developments may differ from those in the
forward-looking statements.
SOURCE Delta Resources Limited