Eastern Arizona Courier: Merger deal falls through for Pearce mine project

WILLCOX — Commonwealth Silver and Gold Mining Inc. and Delta Gold Corporation have come to a parting of the ways, after signing a merger agreement earlier last year.

Hall Stewart Commonwealth Silver

Hall Stewart of Commonwealth Silver and Gold Mining, Inc.

A group opposed to the project, known as “The CommonwealthMine.org Team,” posted Delta Gold’s Dec. 30 press release on its Web site, saying, “It’s official, we went by the Commonwealth Mine in Pearce, Ariz., today and confirmed that they are packing up operations and the ending of the story gets better . . .”

Clicking on the “read more” option leads to the press release.

Contacted Friday, Hall Stewart, vice president of exploration and director of Commonwealth Silver, said, “The Delta Gold deal is terminated. It is premature to say that the Commonwealth Project is finished.”

A statement issued Dec. 30 by Delta Gold said that the two have mutually agreed to terminate their binding agreement for the proposed business combination.

Effective immediately, Delta Gold and Commonwealth Silver, a privately-held company incorporated under the federal laws of Canada, agreed to mutually release one another and terminate their June 6, 2014, agreement, the statement said.

Subsequent amendments to the agreement, with respect to a proposed business combination (referred to as the “transaction”), would have resulted in a reverse takeover of Delta Gold by Commonwealth Silver.

The transaction was subject to a number of conditions and approvals — including approval by the respective shareholders of Delta Gold and Commonwealth Silver, court approval, “and the parties satisfying the conditions of the TSX Venture Exchange,” which included completion of a concurrent minimum equity financing on acceptable terms.

Delta Gold’s Dec. 30 statement said both parties concluded the required approvals and conditions could not be met to successfully complete the transaction by the  Jan. 30 deadline.

As part of the transaction, Delta Gold advanced about $1 million to Commonwealth Silver, against a promissory note secured by a share pledge of Commonwealth Silver’s wholly owned Arizona incorporated subsidiary, which holds the mineral claim and options to the Commonwealth Project.

The promissory note remains outstanding, the Dec. 30 statement said.

In a July 22, 2014, presentation at the Sunsites Community Center, Stewart had talked about his company’s plans for the Commonwealth Project.

He described the project as “an advanced exploration development project located at Pearce Hill, where the deposits were mined for high-grade silver and gold ores, beginning in 1895 (known as Commonwealth Mine) with commercial scale mining of the high-grade ores ending in the late 1920s.”

During the July 22 meeting, Stewart had also explained that while U.S. Mining Co. is the biggest investor, Commonwealth Silver had also signed an agreement in April to merge with Delta Gold.

Further information on Commonwealth Silver can be found at its Web site, http://www.commonwealthsilver.ca., and on Delta Gold at its Web site, http://www.deltagold.com.


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