Delta Gold Corporation
TSX VENTURE : DLT

Delta Gold Corporation

June 23, 2015 19:11 ET

Delta Gold Corporation Announces Annual General and Special Meeting Results

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 23, 2015) - Delta Gold Corporation (the "Company")
(TSX VENTURE:DLT) is pleased to announce the results of its Annual General and Special Meeting ("AGSM") held on June 23, 2015.

Meeting Results

Delta is pleased to report, that all items to be voted on at its AGSM were approved, as follows:

  1. The number of director was determined at seven.
  2. The following individuals were re-elected as directors:
    • John P. A. Budreski,
    • Jill Leversage,
    • J. Christopher Mitchell,
    • William Myckatyn,
    • Ian Reid,
    • Marco A. Romero, and
    • Roman Shklanka
  3. The continuation of the Company's share option plan was approved.
  4. PricewaterhouseCoopers LLP, Chartered Accountants, were re-appointed as auditors, and
  5. The arrangement agreement with CIC Resources Inc. ("CIC") pursuant to which the
    Company will acquire all of the issued and outstanding shares of CIC by way of a scheme of arrangement under the laws of the Cayman Islands (the "Transaction") and the related consolidation of Delta's common shares on a 16:1 basis was approved.

CIC Transaction

CIC shareholders approved the Transaction at a special meeting held on June 17, 2015 and a hearing with the Grand Court of the Cayman Islands to sanction the scheme is expected to be held on or about June 24, 2015.

Completion of the Transaction remains subject to a number of conditions, including court approval in the Cayman Islands, TSX-V final approval, and completion by CIC of an equity financing of a minimum $1,000,000. Pursuant to the financing, CIC will issue units consisting of one common share and one common share purchase warrant, which will be exchanged for like- securities of Delta pursuant to the Transaction, at a price per unit equivalent to $0.33 per unit of Delta. Warrants issued as a result of the financing will, in connection with the Transaction, be exchanged for warrants to acquire common shares of Delta, each exercisable to acquire one common share of Delta at an exercise price of $0.50 per share for a period of five years from the closing of the financing.

In connection with the Transaction, Delta's board of directors and senior management will be re- constituted and will consist of:

  • J. David Lowell (CEO and director)
  • David E. De Witt (President and director)
  • Miguel Grau (director)
  • David Awram (director), and
  • Steven Krause (CFO)

The Company is expected to change its name to "CIC Gold Inc." and will be headquartered in Vancouver, B.C. and will continue to be listed on the TSX Venture Exchange.

The Transaction is expected to close on or before July 10, 2015.

CIC Gold Inc. intends to be a precious metals exploration and development company. Its business strategy will be to leverage the challenging market conditions currently faced by the commodity markets and build a portfolio of economic gold projects through a combination of exploration, mergers and acquisitions utilizing the considerable experience and success of management and directors of the Company.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This document may contain "forward-looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). These forward-looking statements are made as of the date of this document and Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

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