Subject: Delta CleanTech Inc.
PDF Document
File: Attachment 12. 2024-03-15 DesLauriers Michael NR.pdf
For immediate release
March 15, 2024
News Release
Regina, Saskatchewan Michael DesLauriers ("DesLauriers"), with an address at Praceta de
Portugal, 29 - 1o Dto Urbanizacao Quinta de Sao Goncalo 2775-629 CARCAVELOS, announces
the acquisition of units ("Units") of Delta CleanTech Inc. ("Delta"). Delta is listed on the
Canadian Securities Exchange under the trading symbol DELT and its head office is located at
#002, 2305 Victoria Avenue, Regina, SK, S4P 0S7.
DesLauriers acquired ownership and control, directly, over 7,500,000 Units, each Unit
comprising of one common share and one common share purchase warrant ("Warrant"). Each
Warrant entitles DesLauriers to purchase a common share of Delta at a price of $0.05 for 5 years
from issuance. These 7,500,000 Units were issued from treasury, pursuant to a private placement
("Private Placement"). DesLauriers now owns and controls 11.30% of the issued and
outstanding securities of DELTA on an undiluted basis and 18.39% on a fully diluted basis.
Prior to the Private Placement, DesLauriers, owned and controlled, directly 5,500,000 common
shares and 2,500,000 warrants representing 6.46% of the issued and outstanding common shares
of Delta on an undiluted basis, and 9.1% on a fully diluted basis.
Each Unit was acquired at a price of $0.02, for the aggregate payment of $150,000.
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.
To obtain a copy of the Early Warning Report filed in connection with this matter, please contact
Michelle Westerman at michelle.westerman@deltacleantech.com (ph: 306-596-9926). A copy of
this report will be filed on Delta's profile on SEDAR+ at www.sedarplus.ca.
The CSE does not accept responsibility for the adequacy or accuracy of this release.
For more information contact:
Mrs. Jacelyn Case
Chief Financial Officer of Delta
Telephone: (306) 352-6132 or
email: jcase@deltacleantech.com
PDF Document
File: Attachment 13. 2024-03-15 Early Warning D. Deslaurier.pdf
FORM 62-103F1
REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS
This report is dated March 15, 2024.
Item 1 - Security and Reporting Issuer
1.1 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.
1.2 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
2.1 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.
2.2 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").
2.3 State the names of any joint actors.
There are no joint actors with DesLauriers.
Item 3 - Interest in Securities of the Reporting Issuer
3.1 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.
3.2 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:
(a) 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.
(b) 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).
(c) 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).
3.6 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
3.7 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.
3.8 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
4.1 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.
4.2 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.
4.3 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:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of
securities of the reporting issuer;
(b) a corporate transaction, such as a merger, reorganization or liquidation, involving
the reporting issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of
its subsidiaries;
(d) 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;
(e) a material change in the present capitalization or divided policy of the reporting
issuer;
(f) a material change in the reporting issuer's business or corporate structure;
(g) 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;
(h) a class of securities of the reporting issuer being delisted from, or ceasing to be
authorized to be quoted on, a marketplace;
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(j) a solicitation of proxies from securityholders;
- 4 - enumerated above.
(k) an action similar to any of those
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
PDF Document
File: Attachment 2024-03-15 Private Placement Closing.pdf
DELTA ANNOUNCES CLOSING OF
TRANCHE 2 OF PRIVATE PLACEMENT
Calgary, Alberta March 15, 2024 Delta CleanTech Inc. ("Delta" or the "Company") (CSE:DELT, FRA: 66C,
OTCQB:DCTIF) announces it has closed the final tranche ("Tranche 2") of the private placement, previously
announced on February 7, 2024, March 8, 2024 and March 13, 2024, by issuing an additional 10,600,000
units at a price of $0.02 per unit ("Unit"), for the gross proceeds of $212,000 ("Private Placement
Tranche 1"). Each Unit consists of one common share and one common share purchase warrant
("Warrant"). Each Warrant entitles the holder to purchase one common share ("Warrant Share") of Delta
at an exercise price of $0.05 per Warrant Share, for a period of five years. The common shares issued, and
the Warrant Shares are subject to a hold period under applicable securities law until July 16, 2024.
Post closing of Private Placement Tranche 1 and Private Placement Tranche 2 (collectively referred to
as the "Private Placement"), Delta now has 115,073,100 common shares and 59,886,500 warrants issued
and outstanding. The proceeds will be utilized for working capital. No bonuses, finder's fees,
compensation or commissions are payable under the Private Placement.
Delta CleanTech Inc. is a 19-year ESG-driven, recognized global technology leader specializing in
developing carbon mitigation products for energy transition industry. Delta continues to provide solutions
to clients all over the world in capturing and sequestering CO2, and reclaiming industrial liquids and
solvents utilized in CO2 capture, as well as originating, validating, digitizing, and streaming Carbon Credits
through its subsidiary, Carbon RX.
For more information contact:
Jeff Allison, President
Phone: 306-352-6132
E-mail: jallison@deltacleantech.com
Forward Looking Statements This news release contains "forward-looking information" within the
meaning of applicable Canadian securities legislation, which are based upon Delta's current internal
expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking
information can be identified using forward-looking terminology such as "expect", "likely", "may", "will",
"should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including
negative and grammatical variations thereof, or statements that certain events or conditions "may",
"would" or "will" happen, or by discussions of strategy. Forward-looking information include estimates,
plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not
statements of fact. Specifically, this news release contains forward looking information relating to the
Company's design and build of future projects, and successful funding application, among others.
The CSE does not accept responsibility for the adequacy or accuracy of this release.
1. https://www.budget.canada.ca/fes-eea/2022/doc/gf-fc-en.pdf
2. https://www.budget.canada.ca/fes-eea/2023/report-rapport/FES-EEA-2023-en.pdf
pg. 1
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