DLP.V · 2023-01-17 12:00:00

DLP Resources Announces Private Placement of Units

Financings

Cranbrook, British Columbia, (Newsfile Corp. – January 17, 2023) DLP Resources Inc. (the

“Company”) (TSXV: DLP) (OTCQB: DLPRF) is pleased to announce a non-brokered private placement

(the “Private Placement”) of up to 3,703,704 units (each, a “Unit”) at a price of $0.27 per Unit for

gross proceeds of up to $1,000,000.

Each Unit consists of one common share in the capital of the Company (a “Share”) and one common

share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant entitles

the holder to purchase one common share in the capital of the Company (a “Warrant Share”) for a

period of two (2) years from the date of issue at an exercise price of $0.40 per Warrant Share, subject

to an acceleration clause in the event the trading price of the Shares equals or exceeds $0.50 for a

period of 10 consecutive days.

The Private Placement will be made available to subscribers pursuant to the accredited investor and

friends, family and business associate exemptions provided under sections 2.3(1) and 2.5 of National

Instrument 45-106 Prospectus Exemptions.

The Private Placement will also be made available to existing shareholders of the Company who, as

of the close of business on January 16, 2023, held Shares (and who continue to hold such Shares as

of the closing date), pursuant to the existing shareholder exemption set out in BC Instrument 45-534

Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders (the “Existing

Securityholder Exemption”). The Existing Securityholder Exemption limits a shareholder to a

maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained

advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction

of Canada, that advice has been obtained from a person that is registered as an investment dealer in

the jurisdiction. If the Company receives subscriptions from investors relying on the Existing

Shareholder Exemption exceeding the maximum amount of the Private Placement, the Company

intends to adjust the subscriptions received on a pro-rata basis.

The Company expects to pay finder's fees in connection with the Private Placement to certain eligible

finders in the form of: (i) a cash commission of 7.0% of the gross proceeds raised under the Private

Placement from investors introduced to the Company by the finder; and (ii) the issuance of such

number of non-transferable common share purchase warrants of the Company (the “Finder’s

Warrants”) equal to 7.0% of the Units issued under the Private Placement from investors introduced

to the Company by the finder.

The Company intends to use the proceeds from the Private Placement for for funding the Peru

projects and general office and administration requirements. There may be circumstances,

however, where, for sound business reasons, a reallocation of funds may be necessary.

Re-initiation of drilling at the Aurora copper-molybdenum project is programmed to take place in

the next two weeks.

The Private Placement is subject to all necessary regulatory approvals including acceptance from the

TSX Venture Exchange. All securities issued in connection with the Private Placement will be subject

to a four-month hold period from the closing date under applicable Canadian securities laws, in

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addition to such other restrictions as may apply under applicable securities laws of jurisdictions

outside Canada.

Not for distribution to U.S. news wire services or dissemination in the United States.

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. Please refer to our web site www.dlpresourcesinc.com for additional

information.

FOR FURTHER INFORMATION PLEASE CONTACT: DLP Resources Inc.

Ian Gendall, CEO and President

Jim Stypula, Executive Chairman

Robin Sudo, Chief Financial Officer and Corporate Secretary

Maxwell Reinhart, Investor Relations

Telephone: 250-426-7808

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 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 “a nticipates”, 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 hist orical 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 anticipated proceeds to be raised under the Private Placement ; the us e of any

proceeds raised under the Private Placement ; and finder’s fees to be paid in connection with the

Private Placement.

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: delays in obtaining or failure to obtain required regulatory

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approvals for the Private Placement ; market uncertainty; and the inability of the Company to raise

the anticipated proceeds under the Private Placement.

In making the forward looking statements in this news release, the Company has applied several

material assumptio ns, including without limitation, that: the Company will obtain the required

regulatory and TSX Venture Exchange approvals for the Private Placement; the Company will be able

to raise the anticipated proceeds under the Private Placement; and the Company will use the proceeds

of the Private Placement 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 material ly 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 purpo ses. 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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