DLP Resources Inc. Announces up to $10 Million Private Placement Financing

Cranbrook, British Columbia--(Newsfile Corp. - June 10, 2025) - 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. ("Paradigm" or the " Agent") to act as Agent and sole bookrunner, in connection with a proposed commercially reasonable efforts private placement financing (the "Brokered Offering") for total proceeds of up to $6,000,000, consisting of up to 20,000,000 units of the Company (the "Units") at a price of $0.30 per Unit (the "Issue Price").

Each Unit shall be comprised of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant shall be exercisable from time to time for a period of 3 years from the Closing Date (as defined herein) to purchase one Common Share (a "Warrant Share") at an exercise price of $0.45 per Warrant Share.

In addition, the Company granted the Agents an option (the "Agents' Option") to sell up to 3,000,000 additional Units (the "Additional Units") at the Issue Price for additional proceeds of up to $900,000, exercisable up to 48 hours prior to the Closing Date.

Concurrently with the Brokered Offering, the Company intends to complete a non-brokered private placement of up to 13,333,334 Units at the Issue Price for gross proceeds of up to $4,000,000 (the "Concurrent Private Placement" and together with the Brokered Offering, the "Offering").

The net proceeds from the Offering will be used for exploration and the completion of a 43-101 compliant Preliminary Economic Assessment report for the Company's Aurora Property, general working capital and corporate purposes, each as detailed in the Disclosure Document (as defined herein).

The Company has agreed to pay the Agent a cash commission equal to 6% of the gross proceeds raised under the Brokered Offering, which shall be reduced to 1% for subscribers on a president's list designated by the Company. The Company will also issue the Agent broker warrants entitling the Agent, for a period of 2 years from the closing of the Brokered Offering, to purchase that number of Common Shares at the Issue Price as is equal to 6% of the number of Units issued in the Brokered Offering, other than in respect of any Units issued to subscribers on the president's list (the "Broker Shares").

The Units will be offered to purchasers resident in each of the provinces in Canada (excluding Quebec) by way of the "listed issuer financing" exemption (the "Listed Issuer Financing Exemption") under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and in such other jurisdictions as may be mutually agreed upon by the Lead Agent and the Company (collectively, the "Selling Jurisdictions"). The Company will file a Form 45-106F19 (the "Disclosure Document") in accordance with the requirements of the Listed Issuer Financing Exemption. The Units may be offered to investors in the United States and any sale of Units in the United States will be made to "Accredited Investors" pursuant to Rule 506 of Regulation D (including "Qualified Institutional Buyers" as defined in Rule 144A who are also "Accredited Investors") adopted by the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the "U.S. Securities Act").

There is an offering document related to this Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.dlpresourcesinc.com. Prospective investors should read this offering document before making an investment decision.

The Offering is expected to close on or about June 24, 2025 (the "Closing Date") and will be subject to regulatory approvals and customary closing conditions, including approval for listing of the Common Shares, Warrant Shares and Broker Shares on the TSX Venture Exchange.

The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About DLP Resources Inc.

DLP Resources Inc. is a mineral exploration company operating in Southern Peru and Southeastern British Columbia, exploring for Copper, and Base Metals. 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.

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.

Cautionary Note Regarding Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected Closing Date and intended use of the proceeds which may be raised under the Offering.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, market uncertainty, the ability of the Company to satisfy the conditions to closing the Brokered Offering, the risk that the Offering will not close on the timetable anticipated or at all, and the risk that the Company will not, or may not be able, to use the proceeds of the Offering as currently anticipated.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the conditions to closing the Brokered Offering will be satisfied, that all necessary regulatory approvals will be obtained, that the Offering will be completed on the timeline anticipated, and that the Company will use the proceeds of the Offering as currently anticipated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

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