Delta Resources Announces Upsize in Bought Deal Private Placement of Flow- Through Units and Units to C$8.0 Million
Delta Resources Announces Upsize in Bought Deal Private Placement of Flow-
Through Units and Units to C$8.0 Million
Not for distribution to United States newswire services or for dissemination in the United States
Kingston, ON April 27, 2023 Delta Resources Limited (TSX-V: DLTA) Delta Resources or the
Company ) is pleased to announce that in connection with its previousl
placement financing, the Company and Cormark Securities Inc. as lead underwriter and sole bookrunner on
behalf of a syndicate of underwriters (collectively, the
previously announced financing. The Company will now issue: (i) 7,143,000 - its of the
FT Units at a price of $0.63 per FT Unit FT Issue Price for gross proceeds of
$4,500,090; and (ii) 7,778,000 units 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 t he Company of
approximately $8.0 million (collectively, the Offering ).
Each FT Unit will be comprised of one common share of the C ompany 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 O ffering. 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 use d for working capital and general corporate
purposes. The Company will use an amount equal to the gross procee ds 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) 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 Qua lifying 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 othe r date as the Company and the
Underwriters may agree and is subject to certain conditions i ncluding, 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 purs uant 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, provi ded 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, registere d 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 ba se-metal projects in Canada. DELTA-1 covers
58.3 square kilometres located 50 kilometres west of Thunder B ay, Ontario where a gold mineralized zone
1500 metres long was outlined through drilling in a multi-kilom etre-scale intense alteration halo. DELTA-2
VMS and DELTA-2 GOLD covers 194 square kilometres in the prolific Chibougamau District of Quebec.
FOR ADDITIONAL INFORMATION
Frank Candido, Chairman, VP Corporate Communications
Tel: 514-969-5530
or
Andre Tessier, CEO and President
Tel: 613-328-1581
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 secu rities legislation
that is based on expectations, estimates, projectio ns and interpretations as at the date of this news release. Any statement that
implies predictions, expectations, interpretations, opinions, plans, projections, objectives, assumpti ons, future events or
performance (often using words
including negative and grammatical variations ther eof, statements
that certain actions, events or cur or be achieved) is not
a statement of historical fact and may constitute f orward-looking information and is intended to ident ify 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 Of fering by the TSX
Venture Exchange; the ability of the Company to inc ur in full or at all low-
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; dilutio n; environmental risks; and
community and non-governmental actions and general economic conditions. Although the forward-looking i nformation
contained in this news release is based on assumpti ons 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 an ticipated, 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 Com pany's intentions and the events and developments t hat the Company
anticipates, are considered forward-looking statements. Although the Company believes that the expecta tions 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.