File: Attachment News Release - Darelle Online Solutions Inc. (Private Placement).pdf

News

FOR IMMEDIATE RELEASE

DARELLE ANNOUNCES SUBMISSION TO TSX VENTURE EXCHANGE FOR PRIVATE PLACEMENT, FINDER'S FEE, AND SHARE FOR DEBT SETTLEMENT

Vancouver, B.C. June 5, 2025 Darelle Online Solutions Inc. ("darelle" and/or the "Company") (TSXV: "DAR") today announces that it has submitted the required filings to the TSX Venture Exchange (the "Exchange") seeking approval for the following transactions in accordance with Exchange policies:

Private Placement

The Company intends to complete a non-brokered private placement of up to 5,250,000 units (the "Units") at a price of $0.10 per Unit, for gross proceeds of up to $525,000 (the "Private Placement"). Each Unit will consist of one common share of the Company and one share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to acquire one additional common share at a price of $0.13 for a period of two (2) years from the date of issuance.

A director of the Company intends to participate in the Private Placement for an aggregate amount of $36,400, which would result in the issuance of 364,000 Units to such director. The participation by the director in the Offering constitutes a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Holders in Special Transactions ("MI 61- 101").

The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61-101 on the basis that the fair market value of the securities to be distributed in the transaction, and the consideration received by the Company from the director, does not exceed 25% of the Company's market capitalization.

Finder's Fee

In connection with the Private Placement, the Company has agreed to pay eligible finders a fee consisting of:

A cash commission of up to $65,625, representing 12.5% of the gross proceeds raised by eligible finders; and

An issuance of up to 656,250 common shares, representing 12.5% of the Units sold under the Private Placement, at a deemed price of $0.10 per share.

The payment of finder's fees is subject to compliance with applicable securities laws and the approval of the Exchange. Page 2

The Company intends to use the net proceeds from the Offering to fund the development of the darelle Online Raffle Platform and to supplement general working capital.

Completion of the Private Placement remains subject to the approval of the TSX Venture Exchange. All securities issued in connection with these transactions will be subject to a statutory four-month hold period in accordance with applicable securities laws.

About Darelle Online Solutions Inc.

Darelle Online Solutions Inc. is a British Columbia corporation with its head office in Vancouver, British Columbia. Darelle.com is an online marketplace which has developed a platform in which charitable and nonprofit organizations can create, sell, deliver, and manage their raffle ticket and 50/50 draws completely online. The Company is listed on the TSX Venture Exchange as a Tier 2 Technology Issuer. The Company has a total of 2,456,939 common shares issued and outstanding. Additional information on the company can be found at www.darelle.com

For Further Information, Contact:

Dean Bethune President & CEO Phone (778) 840-3325 Email: dbethune@darelle.com

Certain statements in this release are forward-looking statements. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, as well as other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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