Cranbrook, British Columbia, (Newsfile Corp. – November 1, 2023) DLP Resources Inc. (the “Company”) (TSXV: DLP) (OTCQB: DLPRF) is pleased to announce that, further to the Company’s news releases dated August 22, 2023, and September 28, 2023, the Company has closed the second and final tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Private Placement”). Under the Second Tranche, the Company issued 2,622,000 units (each, a “Unit”) at a price of $0.50 per Unit for gross proceeds of $1,311,000. In aggregate under the Private Placement, the Company issued 6,622,250 Units at a price of $0.50 per Unit for gross proceeds of $3,311,125, exceeding the Company’s initial announcement by $311,125. The Company received an extension from the TSX Venture Exchange to closing of the Private Placement until November 3, 2023.
Each Unit consists of one common share in the capital of the Company (a “Share”) and one common share purchase warrant of the Company (a “Warrant”). Each Warrant entitles the holder to purchase one Share of the Company (a “Warrant Share”) for a period of twenty-four (24) months from the date of issue at an exercise price of $0.80 per Warrant Share, subject to an acceleration clause in the event the trading price of the Shares equals or exceeds $1.10 for a period of 20 consecutive days.
In connection with the Private Placement, the Company paid certain finders, including Haywood Securities Inc., Canaccord Genuity Corp., Vanhart Capital Corp. and Wendy Thompson, the following finders’ fees: (i) a cash commission in the aggregate amount of $44,389, being up to 7.0% of the gross proceeds raised under the Private Placement from investors introduced to the Company by such finders; and (ii) 88,778 non-transferable common share purchase warrants of the Company (“Finder Warrants”), being equal to 7.0% of the Units sold under the Private Placement from investors introduced to the Company by such finders. Each Finder’s Warrant entitles the holder thereof to purchase one Share of the Company at a price of $0.50 per Share for a period of two (2) years from the date of issuance.
The securities offered in the Second Tranche are subject to a four month and a day transfer restriction from the date of issuance expiring on March 2, 2024, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
The Company intends to use the proceeds of the Second Tranche for funding the Company’s Peru projects and general office and administration requirements.
Mr. Gendall, President and CEO commented: “With the closing of the second tranche of the private placement we can continue drilling on the Aurora porphyry molybdenum-copper project and commence the metallurgical study. Currently we are drilling A23-013 to a depth of 1000m which is located approximately 300m NW of A23-009. Results for drillhole A23-012, drilled 550m SE of drillhole A23-013, are expected to be released in mid-November.”
Multilateral Instrument 61-101
Under the Second Tranche, Donald Njegovan, a director of the Company (the “Interested Party”), purchased 50,000 Units for gross proceeds of $25,000. The placement to the Interested Party constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Party’s participation in the Private Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(c) and 5.7(1)(b) of MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
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About DLP Resources Inc.
DLP Resources Inc. is a mineral exploration company operating in Southern Peru and Southeastern British Columbia, exploring for Copper, 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, Chief Executive Officer and President
Jim Stypula, Executive Chairman
Robin Sudo, Chief Financial Officer and Corporate Secretary
Maxwell Reinhart, Investor Relations
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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”, orvariations 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 intended use of the proceeds raised under the Second Tranche and the completion of the Company’s drilling program.
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, that the Company will not use the proceeds of the Second Tranche as currently anticipated and that the Company’s drilling program will not complete 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 Company will use the proceeds of the Second Tranche as currently anticipated and that the Company will complete its drilling program 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.