Delta Resources Closes C$10 MillionBought Deal Private Placement of Flow-Through Units and Units
Delta Resources Closes C$10 MillionBought Deal Private Placement
of Flow-Through Units and Units
Not for distribution to United States newswire services or for dissemination in the United States
May 17, 2023 / Kingston, ON / Newsfile Corp - Delta Resources Limited (TSX-V: DLTA) (“Delta
Resources” or the “Company”) is pleased to announce the closing of its previously announced
“bought deal” private placement of (i) 7,143,000 “f low-through” units of the Company (the “ FT
Units ”) at a price of $0.63 per FT Unit for gross proceeds of $4,500,090; and (ii) 12,222,400 units
of the Company (the “ HD Units ” and, together with the FT Units, the “ Units ”) at a price of $0.45
per HD Unit for gross proceeds of $5,500,080, for aggregate gross proceeds to the Company of
$10,000,170, which includes the exercise in full of the Underwriters Option (collectively, the
“Offering ”), pursuant to an underwriting agreement (the “ Underwriting Agreement ”) with
Cormark Securities Inc., as lead underwriter, on behalf of a syndicate of underwriters including
Desjardins Securities Inc. and Haywood Securities Inc. (collectively, the “ Underwriters ”).
Each HD Unit consists of one common share in the capital of the Company (each an “ HD Share ”)
and one-half of one common share purchase warrant (each whole warrant, a “ Warrant ”). Each
FT Unit consists of one common share in the capital of the Company (each, an “ FT Share ”) and
one-half of one Warrant, each of which will qualify as a “flow-through share” within the meaning
of the Income Tax Act (Canada). Each Warrant entitles the holder to purchase one common share
in the capital of the Company (each, a “ Warrant Share ”) at a price of $0.63 for a period of two
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 HD Shares, FT Shares, Warrants and
Warrant Shares will be subject to a four-month hold period ending on September 18, 2023.
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.
In consideration for the services rendered by the Underwriters in connection with the Offering, the
Underwriters received cash commissions of $570,010.20 and 1,095,256 compensation warrants,
with each compensation warrant entitling the holder t hereof to purchase one common share in
the capital of the Company at $0.45 per common share f or a period of two years following the
closing of the Offering.
Management of the Company subscribed for $286,000 of the Offering. The issuances of HD Units
and FT Units to such insiders are considered related par ty transactions under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).
The Company relied on exemptions from the formal valuation and minority approval requirements
in sections 5.5(a) and 5.7(1)(b) of MI 61-101, respectively, in respect of such insider participation.
The Offering remains subject to the final approval of the TSX Venture Exchange.
Andre Tessier commented, “ This financing is truly a gamechanger for Delta. The funds will allow
Delta to systematically and more aggressively explore the Delta-1 Property. We look forward to
proving-up the true potential of the Delta-1 Gold Pr oject. Working with Cormark to secure these
funds was a pleasure. Cormark is truly a premier Investment Bank for mining in Canada. ”
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 r egistration 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 State s in which such offer, solicitation or sale
would be unlawful.
About Delta Resources Limited
Delta Resources Limited is a Canadian mineral explora tion 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 an d 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) accept s responsibility for the adequacy or
accuracy of this release.
Cautionary and Forward-Looking Statements
This news release contains “forward-looking informa tion” 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, expectation s, interpretations, opinions, plans, projections, o bjectives,
assumptions, future events or performance (often us ing words such as “expects” or “does not expect”, “ is expected”,
“interpreted”, “in management’s opinion”, “anticipa tes”, 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-loo king information. This news release may contain for ward-looking
information relating to, among other things, the use of proceeds of the Offering; the timing and abili ty of the Company
to receive necessary regulatory and other approvals, including the final acceptance of the Offering by the TSX Venture
Exchange; the ability of the Company to incur in fu ll or at all “Canadian exploration expenses” that q ualify as “flow-
through mining expenditures” and the renunciation t hereof to the purchasers of the FT Units and timing thereof; and
the tax treatment of the FT Units. These factors in clude, but are not limited to, risks associated wit h the ability of
exploration activities (including drilling results) to accurately predict mineralization; the Company’ s ability to obtain
required approvals; the results of exploration acti vities; risks associated with mining operations; gl obal economic
conditions; metal prices; dilution; environmental r isks; and community and non-governmental actions an d 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, an d neither Delta Resources nor any other person assu mes
responsibility for the accuracy or completeness of forward-looking information. All statements made, o ther 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
expectations expressed in such forward-looking stat ements are based on reasonable assumptions, such st atements
are not guarantees of future performance, and actua l results or developments may differ from those in the forward-
looking statements.
Readers are cautioned not to place undue reliance o n these forward-looking statements, which speak onl y as of the
date of this news release. The Company disclaims any intention or obligation, except to the extent required by law, to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.