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Delta Resources Limited — Capital/Financing Update 2026
May 11, 2026
43323_rns_2026-05-11_48ecabc6-e7e9-440c-8098-770b1cfbdff3.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 - Name and Address of Company:
Delta Resources Limited (“Delta Resources” or the “Company”)
36 Lombard Street, Floor 4
Toronto, ON M5C 2X3
Item 2 - Date of Material Change:
May 7, 2026
Item 3 - News Release:
The news release of Delta Resources was disseminated via Newsfile Corp. on May 8, 2026.
Item 4 - Summary of Material Change:
On May 8, 2026, the Company announced the closing of the first tranche of its non-brokered private placement offering.
Item 5 - Full Description of Material Change:
5.1 Full Description of Material Change
On May 8, 2026, the Company announced that it has closed the first tranche of its non-brokered private placement offering (the “Offering”), as previously announced on April 23, 2026. The Company has issued 23,495,666 Charity Flow-Through Units (the “FT Units”) for $0.245 per Charity Flow-Through Unit, for aggregate gross proceeds of $5,756,438 (the “Private Placement”).
Each FT Unit consists of one flow-through common share of the Company (“FT Share”) and one half of one non-flow-through common share purchase warrant (“Warrant”), with each whole Warrant being exercisable to acquire an additional non-flow-through common share of the Company at $0.28 for a period of 30 months from the date of issuance.
The gross proceeds raised from the issuance of the FT Units will be used to fund “Canadian exploration expenses” within the meaning of subsection 66.1(6) Income Tax Act (Canada). All securities issued pursuant to the Private Placement are subject to a statutory four-month hold period in Canada.
The Company paid finders fees consisting of cash commissions of $48,928 and 213,267 compensation warrants to certain eligible 3rd parties, with each compensation warrant entitling the holder thereof to purchase one common share in the capital of the Company at $0.28 per common share for a period of 30 months following the closing of the Offering.
The Private Placement is subject to receipt of final approval of the TSX Venture Exchange.
5.2 Disclosure for Restructuring Transactions
Not applicable.
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Item 6 - Reliance on subsection 7.1(2) of National Instrument 51-102:
Not applicable.
Item 7 - Omitted Information:
Not applicable.
Item 8 - Executive Officer:
Ron Kopas, CEO
+44 7733266689
Item 9 - Date of Report:
May 11, 2026
Cautionary and Forward-Looking Statements
This material change report contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this material change report. Any statement that implies predictions, expectations, interpretations, opinions, plans, projections, objectives, assumptions, future events or performance (often using words such as “expects” or “does not expect”, “is expected”, “interpreted”, “in management's opinion”, “anticipates”, or “plans”, “budget”, “schedule”, “forecasts” including negative and grammatical variations thereof, statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved) is not a statement of historical fact and may constitute forward-looking information and is intended to identify forward-looking information. This material change report may contain forward-looking information relating to, among other things, the terms of the Offering; the use of proceeds of the Offering; the timing and ability of the Company to close the Offering; the timing and ability of the Company to receive necessary regulatory and other approvals, including the acceptance of the Offering by the TSX Venture Exchange; the ability of the Company to incur in full or at all “Canadian exploration expenses” that qualify as “flow-through mining expenditures” and the renunciation thereof to the purchasers of the FT Units and timing thereof; the tax treatment of the FT Units. These factors include, but are not limited to, risks associated with the ability of exploration activities (including drilling results) to accurately predict mineralization; the Company's ability to obtain required approvals; the results of exploration activities; risks associated with mining operations; global economic conditions; metal prices; dilution; environmental risks; and community and non-governmental actions and general economic conditions. Although the forward-looking information contained in this material change report is based on assumptions that management believes are reasonable at the time of release, Delta Resources cannot provide any assurance that actual results will be consistent with the forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Delta Resources nor any other person assumes responsibility for the accuracy or completeness of forward-looking information. All statements made, other than statements of historical fact, that address the Company's intentions and the events and developments that the Company anticipates, are considered forward-looking statements. Although the Company believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ from those in the forward-looking statements.