DLP RESOURCES INC. — Capital/Financing Update 2021

Jun 30, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

DLP Resources Inc. (the " Company ") #201 - 135 - 10th Ave. S. Cranbrook, British Columbia V1C 2N1

ITEM 2. DATE OF MATERIAL CHANGE

June 23, 2021

ITEM 3. NEWS RELEASE

Issued on June 23, 2021 and distributed through the facilities of Newsfile Corp.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company announced that it has closed its non-brokered private placement (the “ Private Placement ”), whereby the Company has completed the issuance of 4,333,967 units (each, a “ Unit ”) at a price of $0.30 per Unit for gross proceeds of $1,300,190.10.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

The Company announced that it closed the Private Placement of 4,333,967 Units for gross proceeds of $1,300,190.10.

Each Unit consists of one common share of the Company and one non-transferable common share purchase warrant (a “ Warrant "). Each Warrant entitles the holder to acquire one common share of the Company at a price of $0.40 for a period of 12 months following the issue of the Warrant.

All securities issued or issuable under the Private Placement are subject to a four month hold period expiring on October 24, 2021 in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

The Company intends to use the proceeds from the Private Placement to fund cash payments and exploration costs related to the Aurora porphyry coppermolybdenum exploration project in Peru. Information on the Aurora project can be obtained from the Company’s website.

In consideration for their services, the Company has paid to certain finders cash finders' fees totaling $51,869 and issued 172,898 finders’ warrants having the same terms as the Warrants.

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Certain directors, officers and other insiders of the Company (“ Interested Parties ”) purchased or acquired direction or control over a total of 133,333 Units as part of the Private Placement The placement to those persons 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 Parties’ 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 on the basis that, at the time the Private Placement was agreed to, neither the fair market value of the securities to be distributed in the Private Placement nor the consideration to be received for those securities, in so far as the Private Placement involves the Interested Parties, exceeds $2,500,000.

The table below sets out the shareholdings of the Interested Parties prior to and following completion of the Private Placement on a non-diluted basis:

	Shareholdings prior to thePrivate Placement	Shareholdings prior to thePrivate Placement	Shareholdings followingthe Private Placement	Shareholdings followingthe Private Placement
Name	Number	Percentage	Number	Percentage
Donald Njegovan	130,000	0.19%	180,000	0.25%
Richard N. Zimmer	3,555,556	5.25%	3,638,889	5.05%

In connection with the Private Placement, the Insiders entered into subscription agreements with the Company containing customary provisions and on the same terms as the arm’s length subscribers to the Private Placement.

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 of the Private Placement and the Company wished to close on an expedited basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.

ITEM 5.2 DISCLOSURE FOR RESTRUCTING TRANSACTION

Not applicable.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

ITEM 7. OMITTED INFORMATION

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Not applicable.

ITEM 8. EXECUTIVE OFFICER Contact: Robin Sudo, Chief Financial Officer and Corporate Secretary Telephone: 250-426-7808

ITEM 9. DATE OF REPORT June 30, 2021