DLP Resources Announces $6 Million Brokered Private Placement

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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.