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Delta Oil & Gas clarifies that its anticipated
offer to acquire at least 80% of the shares of The Stallion Group (OTCBB:SLGR)
on a fully-diluted basis has not commenced
October 14, 2008
Delta Oil and Gas, Inc, (OTC:BB – DOIG) announces that
it filed a registration statement on Form S-4 with the Securities and
Exchange Commission on October 7, 2008 in order to register 27,168,832
of its common shares which will form part of the consideration being
offered to shareholders of The Stallion Group (“Stallion”)
in a proposed offer to acquire at least 80% of the shares of Stallion
on a fully-diluted basis.
When reviewing the registration statement
on Form S-4 and any other relevant documents filed with the SEC, as
well as any amendments and supplements to those documents, the Stallion
shareholders should disregard the letter of acceptance and transmittal
filed as Exhibit 99.2 to the Form S-4. The offer for the outstanding
shares of Stallion common stock pursuant to the proposed transaction
described in this communication and in the Form S-4 has not commenced.
No Stallion shareholder have tendered their shares and Delta will only
accept tendered shares of Stallion common stock after the offer has
commenced. Delta intends to commence the offer for the outstanding
shares of Stallion common stock after the effective date of the registration
statement on Form S-4. At the time that the proposed transaction is
commenced, Delta will file a statement on Schedule TO with the SEC
and the final prospectus will be mailed to shareholders of Stallion.
Additional
Information and Where to Find It
In connection with this proposed transaction,
Delta will also file with the U.S. Securities and Exchange Commission
(SEC) a statement on Schedule TO. Stallion shareholders are strongly
encouraged to read the registration statement and any other relevant
documents filed with the SEC, as well as any amendments and supplements
to those documents, because they will contain important information
about the proposed transaction. The final prospectus will be mailed
to shareholders of Stallion. Investors and security holders will be
able to obtain free copies of the registration statement as well as
other filed documents containing information about the proposed transaction,
without charge, at the SEC’s web site (www.sec.gov). Neither
Delta nor any of their respective directors or executive officers makes
any recommendation as to whether you should participate in the proposed
transaction.
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy securities, nor shall
there be any sale of securities in any jurisdiction in which such solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction. Such an offer may be made
solely by a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended. Accordingly, the offer for
the outstanding shares of Stallion common stock pursuant to the proposed
transaction described in this communication has not commenced. At the
time that the proposed transaction is commenced, Delta will file a
statement on Schedule TO with the SEC. The distribution of this communication
may, in some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform themselves
of and observe these restrictions.
Delta Oil and Gas is an exploration company focused on developing North American oil and natural gas reserves. The Company's current focus is on the exploration of its land portfolio comprised of working interests in the following prospects: the Mississippi prospects, the horizontal drilling prospect in Saskatchewan, the 2006-03 Prospect at Garvin and Murray Counties, Oklahoma and the 2007-01 Prospect in Garvin County, Oklahoma. Delta Oil & Gas is seeking to expand its portfolio to include additional interests in Canada and the USA.
On behalf of the Board of Directors,
DOUGLAS N. BOLEN, B.A., LL.B., President
This news release includes statements about expected future events and/or results that are forward-looking in nature and subject to risks and uncertainties. Forward-looking statements in this release include, but are not limited to time frames, expectations for completion; the analysis of results and the intention to drill. Actual outcomes and the Company's results could differ materially from those in such forward-looking statements. Factors that could cause results to differ materially include general factors that affect all companies that explore for oil and gas, such as the uncertainty of the requirements demanded by environmental agencies, the fact that oil and gas extraction and production is risky, the potential that no commercial quantities of gas are found or recoverable, the price of oil and gas, geological problems that prevent us from reaching drilling targets and specific risks such as the Company's ability to raise financing.
Greg Werbowski
1.866.355.3644
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