FORM 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS

This report is dated March 15, 2024.

Item 1 - Security and Reporting Issuer

  1. State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.
    This report relates to the issuance of units ("Units") of Delta CleanTech Inc.. ("DELTA" or the "Corporation"), with its head office located at #002, 2305 Victoria Avenue, Regina, SK, S4P 0S7.
  2. State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
    DELTA is listed on the Canadian Securities Exchange under the trading symbol DELT.

Item 2 - Identity of the Acquiror

  1. State the name and address of the acquiror.
    The acquiror is David DesLauriers ("DesLauriers"), with an address at 131 Bloor Street W, Toronto, Ontario, M5S 1S3.
  2. State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
    On March 12, 2024 DesLauriers acquired 7,500,000 Units of DELTA, each Unit comprising of one common shares and one common share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase a common share of DELTA at a price of $0.05 for 5years from issuance. These 7,500,000 Units were issued from treasury, pursuant to a private placement ("Private Placement").
  3. State the names of any joint actors. There are no joint actors with DesLauriers.

Item 3 - Interest in Securities of the Reporting Issuer

  1. State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities.
    On March 12, 2024 DesLauriers acquired ownership and control, directly, over 7,500,000 Units, issued from treasury, pursuant to a Private Placement. DesLauriers now owns and controls 11.29% of the issued and outstanding securities of DELTA on an undiluted basis and 19.67% on a fully diluted basis.
  2. State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. DesLauriers acquired ownership and control over the securities that triggered the requirement to file the report.

3.3. If the transaction involved a securities lending arrangement, state that fact. The Transaction did not involve a securities lending arrangement.

- 2 -

3.4 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

Prior to the Private Placement, DesLauriers, owned and controlled, directly 5,497,500 common shares and 4,500,000 warrants representing 6.46% of the issued and outstanding common shares of DELTA on an undiluted basis, and 11.16% on a fully diluted basis.

Post Private Placement, DesLauriers owns and controls, directly 12,997,500 common shares (11.29%) and 12,000,000 warrants of DELTA. On a fully diluted basis, DesLauriers owns and controls, directly 19.67% of the securities of DELTA.

3.5 State the designation and number of principal amount of securities and the acquiror's securityholding percentage in the class of securities referred to in Item 3.4 over which:

  1. the acquiror, either alone or together with any joint actors, has ownership and control.

DesLauriers owns and controls, directly 12,997,500 common shares (11.29%) and 12,000,000 warrants of DELTA. On a fully diluted basis, DesLauriers owns and controls, directly 19.67% of the securities of DELTA.

    1. the acquiror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the acquiror or any joint actor
      See Item 3.5(a).
    2. the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
      See Item 3.5(a).
  1. If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings.
    Not applicable
  2. If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.
    Not applicable.
  3. If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.
    Not applicable.

- 3 -

Item 4 - Consideration Paid

  1. State the value, in Canadian dollars, of any consideration paid or received per security and in total.
    DesLauriers acquired the 7,500,000 Units of DELTA at a price of $0.02 per Unit, for the aggregate payment of $150,000.
  2. In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.
    DesLauriers acquired the 7,500,000 Units of DELTA pursuant to a Private Placement, at a price of $0.02 per Unit, for the aggregate payment of $150,000.
  3. If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.
    Not applicable.

Item 5 - Purpose of the Transaction.

State the purpose or purposes of the acquirer and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquirer and any joint actors may have which relate to or would result in any of the following:

  1. the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
  2. a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
  3. a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
  4. a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
  5. a material change in the present capitalization or divided policy of the reporting issuer;
  6. a material change in the reporting issuer's business or corporate structure;
  7. a change in the reporting issuer's charter, bylaws or similar instrument or another action which might impede the acquisition of control of the reporting issuer by any person or company;
  8. a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
  9. the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
  10. a solicitation of proxies from securityholders;

- 4 -

(k)

an action similar to any of those

enumerated above.

DesLauriers acquired the Units of DELTA for investment purposes and from time to time, DesLauriers may acquire additional securities of DELTA, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position.

Item 6 - Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer.

Describe the material terms of any agreement, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

Not applicable.

Item 7 - Change in material fact.

If applicable, describe any change in a material fact set out in a previous report filed by the acquirer under the early warning requirements of Part 4 in respect of the reporting issuer's securities.

Not applicable.

Item 8 - Exemption

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 - Certification

The acquirer must certify that the information is true and complete in every respect. In the case of an agent, the certification is based on the agent's best knowledge, information and belief but the acquirer is still responsible for ensuring that the information filed by the agent is true and complete.

This report must be signed by each person on whose behalf the report is filed or his authorized representative.

It is an offence to submit information that, in a material respect and at the time and in the light of the circumstance in which it is submitted, is misleading or untrue.

- 5 -

Certificate

I, as the acquirer, certify, or I, as the agent filing the report on behalf of an acquirer, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

DATED March 15, 2024.

Signed "David DesLauriers"

David DesLauriers

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Delta CleanTech Inc. published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2024 03:02:06 UTC.