DLP RESOURCES INC. — Capital/Financing Update 2023

Oct 9, 2023

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

September 28, 2023.

ITEM 3. NEWS RELEASE

Issued on September 28, 2023 and distributed through the facilities of Newsfile Corp.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company announced that it has closed the first tranche of its previously announced non-brokered private placement (the “ First Tranche ”), whereby the Company has completed the issuance of 4,000,250 units (each, a “ Unit ”) at a price of $0.50 per Unit for gross proceeds of $2,000,125.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

The Company announced that it has closed the First Tranche, whereby the Company has completed the issuance of 4,000,250 Units at a price of $0.50 per Unit for gross proceeds of $2,000,125.

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 Share (a “ Warrant Share ”) for a period of two (2) years from the date of issue at an exercise price of $0.80 per Warrant Share, subject to acceleration in the event that the trading price of the Shares equals or exceeds $1.10 for a period of 20 consecutive days.

In connection with the First Tranche, the Company issued 88,778 finder’s warrants (the “ Finder’s Warrants ”) and paid commissions of $44,389.25. Each Finder’s Warrant will entitle the holder, on exercise thereof, to acquire one Share 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 First Tranche are subject to a four month and a day transfer restriction from the date of issuance expiring on January 29, 2024, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

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The Company intends to use the proceeds of the First Tranche for funding the Company’s Peru projects and general office and administration requirements.

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

Not applicable.

ITEM 8. EXECUTIVE OFFICER

Contact: Robin Sudo, Chief Financial Officer and Corporate Secretary Telephone: 250-426-7808

ITEM 9. DATE OF REPORT

September 28, 2023