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Enter Symbol
or Name
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Darelle Online Solutions Inc (2)
Symbol DAR
Shares Issued 2,456,939
Close 2025-06-17 C$ 0.12
Market Cap C$ 294,833
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Darelle Online arranges $525,000 private placement

2025-06-17 20:09 ET - News Release

Subject: Darelle Online Solutions Inc. - News Release [IMAN-LEGAL.FID6496062] Word Document

File: '\\swfile\EmailIn\20250617 170219 Attachment Darelle Online Solutions Inc. - News Release - Private Placement Update.doc'

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News

FOR IMMEDIATE RELEASE

DARELLE CONTINUES TO ADVANCE PRIVATE PLACEMENT

Vancouver, B.C. - June 17, 2025 - Darelle Online Solutions Inc. ("darelle" and/or the "Company") (TSXV: "DAR") announces that it is continuing to advance its non-brokered private placement (the "Private Placement"). Under the Private Placement, the Company is offering up to 5,250,000 units (the "Units") at a price of $0.10 per Unit, for gross proceeds of up to $525,000. 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 in the amount of $36,400. Participation by the director constitutes a related party transaction in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement, insofar as it involves interested parties, exceeds 25.0% 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.

The Company intends to use the net proceeds from the Private Placement to finance the development of the Darelle on-line 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 the Private Placement 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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