Delta Uranium Confirms the Termination of Business Combination and Commences Legal Action Against Carlisle Goldfields
Delta Uranium Inc. confirm the termination of the proposed business combination previously announced in the Company’s press release dated February 27, 2009. Pursuant to the Transaction, Carlisle Goldfields Limited (“Carlisle”) was to acquire all of the issued and outstanding shares of Delta Precious Metals, a wholly-owned subsidiary of Delta (“Subco”). Complete details of the Transaction can be found in Delta’s press release dated February 26, 2009.
The termination of the Transaction was largely due to the discontent among Carlisle’s shareholders. Wayne Isaacs, CEO and Chairman of Delta, states that, “We believe in the long term viability of the Lynn Lake Mine and that, had the transaction proceeded, it would have been in the best interest of both companies and our respective shareholders. Unfortunately, a certain group of Carlisle shareholders launched an action on May 8, 2009 to prevent the Transaction and replace Carlisle’s existing Board of Directors with their own nominees and have called a special meeting of shareholders for July 20, 2009. Unfortunately, management of Carlisle did not share Delta’s view of the benefits the Transaction would have on our respective shareholders.”
Delta would also like to announce that it will be commencing legal action against Carlisle for its failure to honour its obligations under the terms of a promissory note (the “Note”) issued by Carlisle in anticipation of the completion of the Transaction. In March 2009, Delta advanced an aggregate of $75,000 to Carlisle for general working purposes. The Note was to be repaid on the earlier of demand by Delta or Carlisle completing a private placement (either by equity or debt) with minimum proceeds of $100,000. Carlisle announced the closing of a convertible debenture offering of $165,000 on June 5, 2009 which resulted in the Note becoming payable immediately. To date, an aggregate of $50,000 has been repaid leaving a debt of $25,000 owing to Delta.
Wayne Isaacs further states that, “We are most disappointed with Carlisle’s failure to honour their obligations to us which should have been a final closure to the termination of the Transaction. Delta is disappointed to have been forced to commence legal action in order to protect its interests as it appears that the situation at Carlisle is beginning to deteriorate as evidenced by the TSX News Release on June 16, 2009 announcing the pending delisting of Carlisle’s common shares from trading on the TSX effective July 16, 2009 ”
Delta is still committed to unlocking the value of its various gold assets and is presently in discussion with a well funded junior exploration company regarding a business combination.
