Delta Gold Corporation and Commonwealth Silver and Gold Mining Inc. Sign Arrangement Agreement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA. 


Delta Gold Corporation (TSX VENTURE:DLT) ("Delta Gold") and Commonwealth Silver
and Gold Mining Inc. ("Commonwealth Silver"), a privately-held company
incorporated under the laws of Canada, are pleased to announce that, further to
their joint news release issued on April 24, 2014, they have signed a definitive
arrangement agreement (the "Agreement") with respect to the proposed business
combination (the "Transaction") which would result in a reverse takeover of
Delta Gold by Commonwealth Silver, thereby resulting in a going-public
transaction for Commonwealth Silver.


Transaction Details 

Under the terms of the Agreement, Delta Gold's outstanding common shares (each,
a "Delta Share") will be consolidated on a 20:1 basis (the "Consolidation"). In
connection with the Transaction, Commonwealth Silver expects to complete a
concurrent financing of between $3 million and $10 million (the "Financing"),
the terms of which are discussed in greater detail below. Shares of Commonwealth
Silver (each, a "Commonwealth Share") will be valued based on the price and
terms established for the Financing. As a result, it is expected that
Shareholders of Commonwealth Silver will receive 0.6 Delta Shares
(post-Consolidation) for every one Commonwealth Share held. On a
post-Transaction, pre-Financing basis, it is expected that existing Commonwealth
Silver and Delta Gold shareholders will own approximately 79.5% and 20.5% of the
combined company (the "Resulting Issuer"), respectively. 


Commonwealth Silver will amalgamate with a newly-formed wholly-owned subsidiary
of Delta Gold pursuant to a statutory plan of arrangement under the Canada
Business Corporations Act. The Resulting Issuer is expected to be named
"Commonwealth Silver and Gold Mining Inc.", will be headquartered in Toronto,
and will continue to be listed on the TSX Venture Exchange (the "TSX-V"). On a
post-Transaction and pre-Financing basis, the Resulting Issuer will have
approximately 46.5 million shares outstanding (55.2 million on a fully-diluted
basis). 


Closing of the Transaction, as contemplated by the Agreement, is subject to a
number of conditions and approvals, which include: completion of the Financing
on acceptable terms; approval by the respective shareholders of Delta Gold and
Commonwealth Silver; court approval; and the approval of all relevant regulatory
authorities, including the TSX-V. There can be no assurance that the Transaction
or the Financing will be completed as proposed or at all. The Agreement provides
for termination rights, including in the event the Transaction is not completed
by September 30, 2014.  


Further details regarding the Transaction will be provided in a joint management
information circular (the "Circular") to be mailed to shareholders of
Commonwealth Silver and Delta Gold in connection with their respective
shareholders' meetings to approve the Transaction. The parties expect to
complete and mail the Circular in early July 2014 and to hold their respective
special meetings in early August 2014. The Transaction is expected to close
shortly thereafter.


The directors of each of Delta Gold and Commonwealth Silver have unanimously
determined (with any interested directors abstaining) to recommend the approval
of the Transaction to the shareholders of their respective companies. In
connection with entering into the Agreement, directors, officers and major
shareholders collectively holding approximately 59.3% of the issued and
outstanding Commonwealth Shares and 25.7% of the issued and outstanding Delta
Shares have entered into agreements to vote their respective shareholdings in
favour of the Transaction.


Delta Gold intends to continue the trading halt currently in effect in respect
of the Delta Shares until further notice.


Financing Update

Pursuant to the Financing, Commonwealth Silver will issue subscription receipts
(each, a "Subscription Receipt") at a price of $0.40 per Subscription Receipt.
Each Subscription Receipt will be automatically exchanged, prior to the closing
of the Transaction, into units (each, a "Unit"), each Unit to be comprised of
one Commonwealth Share and one Commonwealth Share purchase warrant (each, a
"Commonwealth Warrant"). Each Commonwealth Warrant will entitle the holder to
purchase one additional Commonwealth Share at a price of $0.50 until three years
following the date of closing of the Financing, which is expected to occur
concurrently with the closing of the Transaction. Securities issued pursuant to
the Financing are not expected to be subject to resale restrictions upon
completion of the Transaction.


Euro Pacific Canada Inc. ("Euro Pacific") and Edgecrest Capital Corporation
("Edgecrest") are acting as lead agents in connection with the Financing. The
proceeds raised in the Financing will be used by the Resulting Issuer to fund
the advancement of the Commonwealth Project (as defined below), the advancement
of Delta Gold's Imperial Project in California, and general working capital
purposes. The lead agents and the other members of the syndicate will
collectively receive a cash commission equal to 6.0% of the gross proceeds of
the Financing and broker warrants ("Broker Warrants") equal to 6.0% of the
number of Subscription Receipts issued pursuant to the Financing. Each Broker
Warrant will entitle the holder to purchase one additional Commonwealth Share at
a price of $0.40 until three years following the date of closing of the
Financing.


Completion of the Financing is subject to certain conditions including, among
others, the completion of the Transaction, satisfactory completion of due
diligence, and the entering into of a definitive agency agreement.


Acquisition of Property Rights by Commonwealth Silver 

Commonwealth Silver is pleased to announce that it has entered into a definitive
asset purchase agreement (the "Purchase Agreement") to acquire approximately
1,327 acres of surface rights and associated water rights (the "Property
Rights") adjacent to its Commonwealth Gold and Silver Project in Cochise County,
Arizona (the "Commonwealth Project"). The Property Rights are being purchased
from a privately-owned Arizona company (the "Vendor"). 


Under the terms of the Purchase Agreement, Commonwealth Silver is acquiring the
Property Rights from the Vendor in consideration for an initial payment of
US$100,000 plus a subsequent payment of either (i) US$1,400,000, if the
acquisition of the Property Rights closes within three months of the date of
execution of the Purchase Agreement, or (ii) US$1,500,000, if the acquisition of
the Property Rights closes between three and six months from such date. It is
expected that the subsequent payment will be made by the Resulting Issuer,
immediately following the closing of the Transaction. 


Michael H. Farrant, President and Chief Executive Officer of Commonwealth Silver
commented, "Our acquisition of these surface and water rights was critical to
the development of the Commonwealth Project, including permitting the Project
entirely on private land and securing access to future water requirements. This
acquisition serves to significantly de-risk the Project and moves us a huge step
forward in terms of being able to execute on the mine plan as laid out in the
preliminary economic assessment. We are extremely pleased with the progress
being made on all fronts, including the Transaction."


Promissory Note Financing 

Following approval from the TSX-V, Delta Gold and Commonwealth Silver have
executed definitive loan documentation pursuant to which Delta Gold has advanced
to Commonwealth Silver funds in the aggregate amount of $1,000,000, as
previously announced on April 24, 2014. Such funds are initially non-interest
bearing and are secured by a pledge of the outstanding shares of Commonwealth
Silver's wholly-owned subsidiary.


About Delta Gold and Commonwealth Silver

For further information on Delta Gold, please visit Delta Gold's website at
www.deltagold.com. For further information on Commonwealth Silver, please visit
Commonwealth Silver's website at www.commonwealthsilver.ca. The Transaction
presentation will be made available on both companies' websites in due course.


CAUTIONARY STATEMENTS

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


All statements in this news release, other than statements of historical fact
that address events or developments which Delta Gold or Commonwealth Silver
expect to occur, constitute "forward-looking information". These statements
relate to future events or future performance and reflect Commonwealth Silver's
and Delta Gold's current expectations regarding the Transaction, the Financing,
the Consolidation, the acquisition of the Property Rights, and the future
growth, results of operations, business prospects and opportunities of the
Resulting Issuer. Forward-looking information reflects Commonwealth Silver's and
Delta Gold's current internal projections, expectations or beliefs and is based
on information currently available to Commonwealth Silver and Delta Gold,
respectively. In some cases forward-looking information can be identified by
terminology such as "may", "will", "should", "expect", "intend", "plan",
"anticipate", "believe", "estimate", "projects", "potential", "scheduled",
"forecast", "budget" or the negative of those terms or other comparable
terminology. Assumptions upon which such forward-looking information is based
include, among others, that Delta Gold and Commonwealth Silver will be able to
satisfy the conditions to closing contained in the Agreement, that the Financing
will be completed on terms favourable to Commonwealth Silver and Delta Gold,
that the required approvals to the Transaction and matters relating thereto will
be obtained from the shareholders of each of Delta Gold and Commonwealth Silver,
that all required regulatory and court approvals will be obtained on a timely
basis and on terms favourable to each of Delta Gold and Commonwealth Silver,
that Commonwealth Silver will be able to satisfy the conditions to closing
contained in the Purchase Agreement, and that the business prospects and
opportunities of the Resulting Issuer will be as anticipated. Many of these
assumptions are based on factors and events that are not within the control of
Delta Gold, Commonwealth Silver or the Resulting Issuer, and there is no
assurance they will prove to be correct or accurate. 

Risk factors that could cause actual results to differ materially from those
predicted herein include, without limitation: the speculative nature of the
mineral exploration and development industry; an inability to obtain any of the
approvals required to complete the Transaction; volatility in financial markets
or general economic conditions; capital requirements and the need for additional
financing; fluctuations in international currency markets and in the rates of
exchange for the currencies of Canada and the United States; price volatility in
the spot and forward markets for commodities generally and for silver and gold
in particular; discrepancies between actual and estimated production, mineral
reserves and mineral resources, metallurgical recoveries and/or exploration
results; changes in regulations and unpredictable political or economic
developments in the countries in which the Resulting Issuer will or may carry on
business; competition in the mineral exploration and development industry; loss
of key personnel; changes in project parameters as plans continue to be refined;
labour disputes; and defective title to mineral claims or property, or contests
over claims to mineral properties. In addition, there are risks and hazards
associated with the business of mineral exploration, development and mining,
including environmental hazards, industrial accidents, unusual or unexpected
formations, pressures, cave-ins and flooding (and the risk of inadequate
insurance or inability to obtain insurance to cover these risks), as well as the
risks disclosed under the heading "Risks and Uncertainties" in the most recent
management discussion and analysis for Delta Gold available under its SEDAR
profile at www.sedar.com. Forward-looking information is not a guarantee of
future performance and actual results and future events could differ materially
from those discussed in any such forward-looking information. All of the
forward-looking information contained in this news release is qualified by these
cautionary statements. Although Commonwealth Silver and Delta Gold believe that
the forward-looking information contained herein is based on reasonable
assumptions, readers cannot be assured that actual results will be consistent
with such statements. Accordingly, readers are cautioned against placing undue
reliance on any of the forward-looking information contained herein. Each of
Delta Gold and Commonwealth Silver expressly disclaims any intention or
obligation to update or revise any forward-looking information in this news
release, whether as a result of new information, events or otherwise, except in
accordance with applicable securities laws.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities described herein in the United States. Such
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws, and may not be offered or sold within the United States or to
or for the account or benefit of a U.S. person (as defined in Regulation S under
the U.S. Securities Act) unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration is
available.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Commonwealth Silver and Gold Mining Inc.
Michael H. Farrant
President & CEO
416.278.4149
[e-mail]
www.commonwealthsilver.ca


Delta Gold Corporation
Marco A. Romero
President & CEO
604.681.2020 ext. 101
[e-mail]
www.deltagold.com