VANCOUVER, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwired - Oct. 30, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.
Delta Gold Corporation (TSX VENTURE:DLT) ("Delta Gold") and Commonwealth Silver and Gold Mining Inc. ("Commonwealth Silver") are pleased to announce that the TSX Venture Exchange ("TSX-V" or "Exchange") has conditionally approved the previously announced reverse takeover of Delta Gold by Commonwealth Silver (the "Transaction"). The Transaction remains subject to a number of conditions and approvals, which include completion of a concurrent financing on acceptable terms, approval by the respective shareholders of Delta Gold and Commonwealth Silver, court approval and the parties satisfying the conditions of the TSX-V.
In connection with the Transaction, Delta Gold has also advanced an additional loan in the amount of $50,000 to Commonwealth Silver for general working capital on generally the same terms as the loan previously announced. The loan will now mature on January 30, 2015. The outside date for completion of the Transaction has also been extended to January 30, 2015.
In accordance with Exchange policies, trading in the common shares of Delta Gold will remain halted pending the satisfaction of all applicable requirements of the TSX-V. There can be no assurance that trading in the common shares of Delta Gold will resume prior to the completion of the Transaction.
About Delta Gold and Commonwealth Silver
For further information on Delta Gold, please visit Delta Gold's website at www.deltagold.com. For further information on Commonwealth Silver, please visit Commonwealth Silver's website at www.commonwealthsilver.ca. The Transaction presentation will be made available on both companies' websites in due course.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
All statements in this news release, other than statements of historical fact that address events or developments which Delta Gold or Commonwealth Silver expect to occur, constitute "forward-looking information". These statements relate to future events or future performance and reflect Commonwealth Silver's and Delta Gold's current expectations regarding the Transaction and the concurrent financing. Forward-looking information reflects Commonwealth Silver's and Delta Gold's current internal projections, expectations or beliefs and is based on information currently available to Commonwealth Silver and Delta Gold, respectively. In some cases forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. Assumptions upon which such forward-looking information is based include, among others, that Delta Gold and Commonwealth Silver will be able to satisfy the conditions to closing for the Transaction, that the concurrent financing will be completed on terms favourable to Commonwealth Silver and Delta Gold, that the required approvals to the Transaction and matters relating thereto will be obtained from the shareholders of each of Delta Gold and Commonwealth Silver, and that all required regulatory and court approvals will be obtained on a timely basis and on terms favourable to each of Delta Gold and Commonwealth Silver.
Many of these assumptions are based on factors and events that are not within the control of Delta Gold or Commonwealth Silver, and there is no assurance they will prove to be correct or accurate. Risk factors that could cause actual results to differ materially from those predicted herein include, without limitation: the speculative nature of the mineral exploration and development industry; an inability to obtain any of the approvals required to complete the Transaction; volatility in financial markets or general economic conditions; capital requirements and the need for additional financing; fluctuations in international currency markets and in the rates of exchange for the currencies of Canada and the United States; price volatility in the spot and forward markets for commodities generally and for silver and gold in particular; discrepancies between actual and estimated production, mineral reserves and mineral resources, metallurgical recoveries and/or exploration results; changes in regulations and unpredictable political or economic developments in the countries in which the Resulting Issuer will or may carry on business; competition in the mineral exploration and development industry; loss of key personnel; changes in project parameters as plans continue to be refined; labour disputes; and defective title to mineral claims or property, or contests over claims to mineral properties. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding (and the risk of inadequate insurance or inability to obtain insurance to cover these risks), as well as the risks disclosed under the heading "Risks and Uncertainties" in the most recent management discussion and analysis for Delta Gold available under its SEDAR profile at www.sedar.com. Forward-looking information is not a guarantee of future performance and actual results and future events could differ materially from those discussed in any such forward-looking information. All of the forward- looking information contained in this news release is qualified by these cautionary statements. Although Commonwealth Silver and Delta Gold believe that the forward-looking information contained herein is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on any of the forward-looking information contained herein. Each of Delta Gold and Commonwealth Silver expressly disclaims any intention or obligation to update or revise any forward -looking information in this news release, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.