DLP.V · 2026-05-21 12:00:00

DLP Resources Announces Closing of Brokered Offering for Gross Proceeds of C$6 Million

Financings

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DLP Resources Announces Closing of Brokered Offering for Gross Proceeds of

C$6 Million

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

Cranbrook, British Columbia , May 21, 202 6 – DLP Resources Inc . (“DLP” or the “ Company”)

(TSXV: DLP) (OTCQB: DLPRF) ( FSE: J8C) is pleased to announce the closing of its previously

announced “best efforts” private placement (the “Offering”) for gross proceeds of C$6,000,000,

which includes the exercise in full of the agent’s option. Pursuant to the Offering, the Company

sold 24,000,000 units of the Company (the “ Units”) at a price of C$0. 25 per Unit (the “Offering

Price”). Red Cloud Securities Inc. (“Red Cloud”) acted as sole agent and bookrunner in connection

with the Offering.

Each Unit consist s of one common share of the Company (each, a “ Common Share”) and one

common share purchase warrant (each, a “ Warrant”). Each Warrant entitles the holder thereof

to purchase one Common Share at a price of C$ 0.35 at any time from July 21, 2026 to May 21,

2029.

The Company intends to use the net proceeds from the Offering for the advancement of the

Company’s Aurora Cu-Mo-Ag Project in southwest Peru, the exploration of the Company’s

Esperanza Cu-Mo Project in southern Peru, as well as for general working capital and corporate

purposes, as is more fully described in the Offering Document (as defined herein).

In accordance with National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Units

were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part

5A of NI 45 -106, as amended by Coordinated Blanket Order 45 -935 – Exemptions from Certain

Conditions of the Listed Issuer Financing Exemption and by way of private placement to

“accredited investors” (as such term is defined in NI 45-106) (the “AI Exemption”). The securities

issuable from the sale of Units to Canadian purchasers are immediately freely tradeable in

accordance with applicable Canadian securities legislation. The securities issuable from the sale

of Units under the AI Exemption are subject to a statutory hold period of four months and one

day from the closing date of the Offering in accordance with applicable Canadian securities

legislation.

As consideration for their services, Red Cloud received a cash fee of C$ 345,000 and were issued

1,380,000 non-transferable common share purchase warrants (the “ Broker Warrants ”). Each

Broker Warrant is exercisable into one Common Share at the Offering Price at any time on or

before May 21, 2029. Additionally, the Company paid aggregate cash fees of C$20,635 and issued

an aggregate of 82,540 broker warrants on the same terms as the Broker Warrants (the “ Finder

Warrants”) to certain qualified finders in connection with the Offering. The Broker Warrants and

the Finder Warrants, and any Common Shares issuable upon any future exercise thereof, will be

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subject to a hold period in Canada in accordance with applicable Canadian securities law, expiring

on September 22, 2026.

There is an offering document (the “ Offering Document ”) dated May 7 , 2026 related to the

Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and

on the Company’s website at www.dlpresourcesinc.com.

The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.

The 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 U.S. state securities laws, and may not be

offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons,

absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in

compliance with an exemption therefrom. This news release does not constitute an offer to sell

or a solicitation of an offer to buy nor shall there be any sale of any of the 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 Southeastern British Columbia

and Peru, exploring for Base Metals and Cobalt. DLP is listed on the TSX -V, trading symbol DLP

and on the OTCQB, trading symbol DLPRF, and on the FSE, trading symbol J8C. 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

Bill Bennett, Chairman

Jim Stypula, Lead Director

Robin Sudo, Corporate Secretary and Land Manager

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.

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 exp ectations or beliefs of management of the Company regarding future events.

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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 the intended use of proceeds of the Offering and the final approval of the

Offering from the TSX Venture Exchange.

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,

that the final approval of the Offering from the TSX Venture Exchange may not be satisfied in a timely manner.

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 res ults 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 state ment, 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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