DLP Resources Announces $6 Million Brokered Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Cranbrook, British Columbia--(Newsfile Corp. - April 10, 2024) - DLP Resources Inc. (TSXV: DLP) (OTCQB: DLPRF) ("DLP" or the "Company") is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (the "Lead Agent") as lead agent and sole bookrunner, on behalf of a syndicate of agents (together with the Lead Agent, the "Agents"), in connection with a brokered private placement to raise up to $6,000,000 (the "Offering") through the sale of up to 15,000,000 units ("Units") at an issue price of $0.40 per Unit (the "Issue Price") on a commercially reasonable efforts basis. Each Unit shall consist of one common share in the capital of the Company (each, a "Share") and one Share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Share (a "Warrant Share") at a price of $0.54 for a period of 36 months from the Closing Date (as defined herein).

The gross proceeds of the Offering will be used for exploration and development and general working capital purposes.

The Company has granted the Agents an option (the "Agents' Option") to sell up to 2,250,000 additional Units at the Issue Price, exercisable in whole or in part at any time up to 48 hours prior to the Closing Date.

The Units to be issued under the Offering will be offered by way of private placement in each of the provinces and territories of Canada, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in jurisdictions outside of Canada and the United States mutually agreed by the Company and the Lead Agent provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.

The Offering is expected to close on or around May 3, 2024 or such other date as agreed upon between the Company and the Agents (the "Closing Date") and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the "Exchange"). The securities to be issued under the Offering will have a hold period of four months and one day from the Closing Date.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About DLP Resources Inc.

DLP Resources Inc. is a mineral exploration company operating in Peru and Southeastern British Columbia exploring for Base Metals and Cobalt. DLP is listed on the TSX-V, trading symbol DLP and on the OTCQB, trading symbol DLPRF. Please refer to our web site www.dlpresourcesinc.com for additional information.

FOR FURTHER INFORMATION PLEASE CONTACT:

DLP RESOURCES INC.
Ian Gendall, President and Chief Executive Officer
Jim Stypula, Executive Chairman
Scott Davis, Chief Financial Officer
Telephone: 250-426-7808
Email: [email protected]
Email: [email protected]
Email: [email protected]

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

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the expectation that the Offering will close in the timeframe and on the terms as anticipated by management, that the Offering will be completed at all, and the use of proceeds. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connation thereof.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will complete the Offering in the timeframe and on the terms as anticipated by management, and that the Company will receive all regulatory and Exchange approvals. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results to differ materially from the Company's plans or expectations include risks relating to the failure to complete the Offering at all or in the timeframe and on the terms as anticipated by management, market conditions and timeliness of regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

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