Delta Resources Limited

(An exploration stage company) Condensed Interim Financial Statements (Unaudited)

For the three-month period ended March 31, 2020

MANAGEMENT’S COMMENTS ON UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if any auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim condensed financial statements by an entity’s auditor.

Delta Resources Limited (An exploration stage company) Contents For the three-month period ended March 31, 2020

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Delta Resources Limited (An exploration stage company) Statements of financial position

Going concern, related party transactions, commitments and subsequent events (Notes 3, 10, 11 and 19)

These financial statements were approved by the Company’s board of directors on May 20, 2020.

”Frank Candido”

_______ Frank Candido, Director

” Roy Millington”

_____ Roy Millington, Director

The accompanying notes are an integral part of these financial statements

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Delta Resources Limited (An exploration stage company) Statements of loss and comprehensive loss For the three-month period ended March 31

The accompanying notes are an integral part of these financial statements

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Delta Resources Limited (An exploration stage company) Statements of cash flows For the three-month period ended March 31,

The accompanying notes are an integral part of these financial statements

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Delta Resources Limited (An exploration stage company) Statements of changes in equity (deficiency) For the three-month period ended March 31,

The accompanying notes are an integral part of these financial statements

Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

1. Nature of operations

Delta Resources Limited (the “Company”) is a corporation continued under the Business Corporations Act (Ontario) incorporated on January 19, 1946. The Company changed its name to Delta Resources Limited from Golden Hope Mines Limited in June 2019. The Company’s principal operations are mining properties and exploration expenditures made on properties that are not in commercial production. The Company is exploring its mining properties and has not determined whether or not the properties contain economically recoverable resources. The address of the registered office is 1718, Christine Crescent, Kingston, Ontario, Canada, K7L 4V4.

The Company’s shares are listed under the symbol DLTA on the TSX Venture Exchange.

2. Basis of preparation

Statement of Compliance

The condensed interim financial statements of the Company have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. The same accounting policies and methods of computation were followed in the preparation of these condensed interim financial statements as were followed in the preparation of the financial statements for the year ended December 31, 2019. These condensed interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the financial statements for the year ended December 31, 2019 which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board.

The Board of Directors approved these financial statements on May 20, 2020.

Basis of preparation

These financial statements have been prepared on a going concern basis under the historical cost convention, unless specifically stated in the financial statements.

Functional and Presentation currency

These financial statements are presented in Canadian Dollars because that is the currency of the primary economic environment in which the Company operates, and is the functional currency of the Company.

3. Going concern

The Company has not yet determined whether its mining properties contain mineral deposits that are economically recoverable. The recoverability of mining properties is dependent on the discovery of economically recoverable reserves and resources; securing and maintaining title and beneficial interest in the properties; and the ability to obtain the financing required to complete exploration, evaluation, development and construction or the proceeds from the sale of such assets.

The accompanying financial statements have been prepared using assumptions applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.

Management is aware in making its assessment of material uncertainties related to events and conditions that lend a significant doubt on the Company’s ability to continue as a going concern and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern, as described in the following paragraph. These financial statements do not reflect the adjustment to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary were the going concern assumption not appropriate. These adjustments could be material.

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

3. Going concern – Cont’d

There are several adverse conditions that indicate the existence of a material uncertainty which may cast significant doubt about the soundness of the going concern assumption. The Company had recurring losses in prior years and has accumulated losses of $36,695,327 since its inception and expects to incur further losses in the development of its business. Further, the business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. In addition to ongoing working capital requirements, the Company must secure sufficient funding for the exploration and evaluation programs and pay general and administrative costs. The Company’s ability to continue as a going concern is dependent on being able to obtain the necessary financing to satisfy its liabilities as they become due. As at March 31, 2020, the Company has a working capital of $697,623.

There is a material uncertainty regarding the Company’s ability to secure financing in the future or that these sources of funding will be available. If management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets may be less than amounts reflected in these financial statements.

Any funding shortfall may be met in the future in a number of ways, including but not limited to, the issuance of new debt or equity instruments, reduction in expenditures and/or the introduction of joint venture partners and/or business combinations on terms which are acceptable to the Company. Although the Company has been successful in the past at raising funds, there can be no assurance the Company will be able to secure financing in the future or that these sources of funding will be available.

4. Critical accounting estimates, judgments and assumptions

When preparing its financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management in the audited financial statement ended December 31, 2019.

COVID-19 estimation uncertainty

Since the beginning of 2020, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, temporary restriction on all non-essential business, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions.

The Company is continuing non-site activities to further the Company’s objectives during this uncertain and rapidly evolving time and to follow the recommendations of the Quebec Ontario and Canadian Governments. Although Mineral Exploration is deemed an essential service in Ontario and the Québec Government intends to allow mineral exploration to resume May 11^th , 2020, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating in future periods. However, it is possible that due to market uncertainty the Company may be restricted in its ability to raise additional funding.

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

5. Property and equipment

6. Accounts payable and accrued liabilities

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

7. Share capital

Authorized: An unlimited number common shares, without par value :

Changes in Company capital share were as follows:

• (1) On February 28, 2020, the Company issued 50,000 common shares pursuant the acquisition of 14 new claims contiguous to the Delta-2 / R-14 property. The total fair value of the common shares issued was $7,750 (Note 8). The securities issued under this acquisition are restricted from trading until June 29, 2020.

• (2) On June 10, 2019, the Company issued 6,200,000 units at a price of $0.06 per unit, for gross proceeds of $372,000. Each unit consists of one common share and one share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.12 for a 36-month period. An amount of $199,098 was recorded as an increase to warrants.

• (3) On December 20, 2019, the Company issued 5,075,000 units at a price of $0.20 per unit, for gross proceeds of $1,015,000. Each unit consists of one common share and one half share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.30 for a 24-month period. An amount of $236,849 was recorded as an increase to warrants.

• (4) On October 16, 2019 the Company issued 500,000 common shares pursuant to the Eureka Property Agreement. The total fair value of the common shares issued was $87,500 (Note 8).

• (5) On October 29, 2019 the Company issued 1,000,000 common shares pursuant to the R-14 Property Agreement. The total fair value of the common shares issued was $240,000 (Note 8).

• (6) During the year period ended December 31, 2019, the Company received $315,600 following the exercise of 2,630,000 warrants at a price of $0.12 each, in addition to the $84,856 amount initially recorded and transferred .

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

7. Share capital – Cont’d

Warrants issued and outstanding

Changes in share purchase warrants were as follows:

(1) On June 10, 2019, the Company issued 6,200,000 warrants as part of the private placement on that day. Each warrant entitles its holder to purchase one common share of the Company at $0.12. The fair value of the warrants was $199,098, based on the Black-Scholes option pricing model with the following assumptions: average risk-free rate of 1.42%, average expected life of 36 months, expected volatility of 177% and no expected dividends.

• (2) On December 20, 2019, the Company issued 2,537,500 warrants as part of the private placement on that day. Each warrant entitles its holder to purchase one common share of the Company at $0.30. The fair value of the warrants was $236,849, based on the Black-Scholes option pricing model with the following assumptions: average risk-free rate of 1.65%, average expected life of 24 months, expected volatility of 94% and no expected dividends.

At March 31, 2020, the following exercisable warrants were outstanding:

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

7. Share capital – Cont’d

Broker warrants issued and outstanding

Changes in broker warrants were as follows:

(1) On December 20, 2019, the Company issued 80,000 broker warrants as part of the private placement on that day. Each warrant entitles its holder to purchase one common share of the Company at $0.20. The fair value of the warrants was $9,270, based on the Black-Scholes option pricing model with the following assumptions: average risk-free rate of 1.65%, average expected life of 24 months, expected volatility of 94% and no expected dividends.

At March 31, 2020, the following exercisable broker warrants were outstanding:

Share-based compensation

A summary of the status of the Company’s stock option plan as of March 31 is as follows:

(1) On July 3, 2019, the Company granted 725,000 stock options to directors and officers at an exercise price of $0.11 per common share expiring July 4, 2024. The fair value of these options was $64,166 based on the Black-Scholes option pricing model all vesting immediately and based on the following assumptions: risk-free rate of 1,41%, life of 5 years, expected volatility of 114% and no expected dividends.

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

7. Share capital – Cont’d

Share-based compensation – Cont’d

• (2) On July 8, 2019, the Company granted 200,000 stock options to an officer at an exercise price of $0.13 per common share expiring July 8, 2024. The fair value of these options was $22,753 based on the Black-Scholes option pricing model all vesting immediately and based on the following assumptions: risk-free rate of 1,57%, life of 5 years, expected volatility of 114% and no expected dividends.

At March 31, 2020, the following exercisable stock options were outstanding:

8. Accumulated Expenditures on Mining properties

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

8. Accumulated Expenditures on Mining properties – Cont’d

Bellechasse Property

In January, 2020, the Company announced that it has signed a Letter of Intent (“LOI”) with Yorkton Ventures Inc. (“Yorkton”) for the sale of its interest in the Bellechasse-Timmins property (the “Property”) and associated claims in southeastern Quebec for $1,700,000 subject to a 60 day due diligence period (the "Due Diligence Period").

The agreement is subject to Yorkton completing a legal, technical and environmental due diligence on the Property. If the due diligence is not satisfactory to Yorkton at its sole discretion, they shall have the right to terminate the LOI.

Proposed Terms of the Agreement:

To acquire a 100% interest in the Property, Yorkton will:

• Make a $100,000 cash payment within 10 days of signing of a definitive agreement,

• Make a $250,000 cash payment within 90 days after signing of a definitive agreement,

• Make a $350,000 cash payment within 180 days after signing of a definitive agreement,

• Make a $450,000 cash payment within 270 days after signing of a definitive agreement

• Make a $550,000 cash payment within 360 days after signing of a definitive agreement

Yorkton will also commit to paying Delta a gold royalty of I% NSR on any and all commercial production of gold. Yorkton may re-purchase 0.5% of the NSR for $1 Million at anytime.

In March 2020, Yorkton signed an amending agreement requesting an additional 15 day delay (starting May 5^th , 2020) to complete and finalize the definitive agreement. Yorkon agree to pay Delta a $10,000.00 non-refundable deposit to preserve the exclusivity rights to the Bellechasse property.

The property now consists of approximately 138 (2019 – 137) claims for a total of 5,053 (2019 – 4,989) hectares.

Delta 2 / R-14 Property

On October 17, 2019, the Company announced the signing of an exclusive agreement to acquire a 100% interest in the Delta 2 / R-14 Gold Property in the Chibougamau Mining District of Quebec.

The terms of the agreement are as follows:

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

8. Accumulated Expenditures on Mining properties – Cont’d

• The vendor holds a 2.0% NSR Royalty on the claims (except on the 41 legacy claims listed below). Delta may buy back 1.0% at any time for $1,000,000.

• 41 legacy claims are subject to a 1.5% NSR Royalty. Delta has the option to purchase 0.75% of this NSR for $500,000.

In February 2020, D elta has acquired 14 new claims contiguous to the Delta-2 / R-14 property, covering approximately 880 hectares. The terms of the agreement with Multi-Resources Boreal include a one-time payment of $5,000.00 and the issuance of 50,000 shares for a 100% interest in the claims. Delta also grants a 2% NSR to Multi-Resources Boreal with an option for Delta to buy back a 1% NSR at anytime for $1,000,000.

The property now consists of 235 contiguous mining claims covering a total area of 12,704 hectares.

Delta-1 / Eureka Property

On October 3, 2019 the Company announced the signing of an exclusive agreement to acquire a 100% interest in the new Eureka gold Discovery in the Thunder Bay Mining District of Ontario.

The terms of the agreement are as follows:

*Amount payable in shares to a maximum of 500,000 shares

• The vendor holds a 1.75% NSR Royalty on the claims. Delta may buy back the first 0.75% at any time for seven years after the effective date of the agreement for $500,000 and the remaining 1% Royalty at any time after the first 0.75% is purchased for $4,000,000.

• Five legacy claims of the property are also subject to NSR Royalties ranging from 0.5% to 1% from an underlying agreement. Delta has the option to purchase 50% of this NSR for the sum of $50,000.

• The agreement also includes advanced royalty payments starting 7 years after the effective date of the agreement.

In December 2019, the Company signed an agreement with the Ontario Exploration Corporation ( the “OEC” ) to buy back a NSR of up to 1% on its Eureka property in the Thunder Bay District, Ontario. Under the terms of the agreement, Delta now has the exclusive right to purchase 50% of the OEC NSR at Eureka by paying the OEC the sum of $50,000 payable as follows:

• Payment of $15,000 before December 31, 2019 (already paid);

• Payment of $35,000 before May 31^st , 2021.

Once Delta exercises its right to buyback the first 50% of the OEC NSR, Delta shall have the right to purchase the second 50% tranche at anytime by paying the OEC an additional $50,000. Following the purchase of the second 50% tranche, Delta will have purchased the entire NSR Royalty currently owned by the OEC on the Eureka Property.

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

8. Accumulated Expenditures on Mining properties – Cont’d

The OEC currently owns between 0.5% and 1.0% NSR royalty on certain claims of the Eureka property. More specifically, the OEC owns a 1.0% NSR on the claims covering the Eureka Gold prospect, Matawin and Kaspar gold occurrences and a 0.5% NSR on the claims surrounding the Kaspar occurrence.

The property now consists of 245 contiguous unpatented mining claims covering a total area of 4,495 hectares

9. Complementary information related to cash flows

Net change in non-cash operating working capital items:

10. Related party transactions

During the three-month period ended March 31, 2020, the Company incurred professional fees in the amount of $15,000 (2019 - $15,000), to 9132-8757 Quebec Inc., a company owned by Frank Candido, the former President (now Chairman and Vice-President of Corporate Communications) of the Company. In relation with these transactions no amount was payable as at March 31, 2020 (2019 - $109,226).

During the three-month period ended March 31, 2020, the Company incurred professional fees in the amount of $7,853 (2019 - $5,640), to Nathalie Laurin, the Chief Financial Officer of the Company. In relation with these transactions, $646 was payable as at March 31, 2020 (2019 - $1,520).

During the three-month period ended March 31, 2020, the Company incurred professional fees in the amount of $6,942 and exploration and evaluation expenditures in the amount of $26,071, to 7529449 Canada Inc., a company owned by Michel Chapdelaine, the Vice President Exploration and Chief Operating Officer of the Company. In relation with these transactions, $135 was payable and an amount of $11,719 was accrued as at March 31, 2020.

The transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed by the related parties.

The following table reflects the remuneration of André C. Tessier, Chief Executive Officer and President of the Company:

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

11. Commitments

In January 2020, Delta has retained MI3 Communications Financières Inc. ("MI3") to provide communication services on behalf of the Company in Eastern Canada. These services include, but are not limited to, communication of all news releases and information on the Company, including technical notes, posting on social medias, and assisting the Company at PR roadshows across 14 cities in eastern Canada. The agreement is for a period of 12 months and as consideration for these services, the Company has agreed to pay $36,000 to MI3 in a single payment.

In September 2019, the Company signed a lease contract for its Chibougamau office, expiring in September 2020. Minimum payments, totaling $12,600, are solely comprised of payments to be made over the next 12 months.

The Company will not required to spend any amount in 2020 to maintain the claims on the properties, d ue to the exceptional circumstances surrounding the COVID-19 pandemic, the Ministry of Energy and Natural Resources and the O ntario Ministry of Energy, Northern Development and Mine announced the term suspension of all claims currently in force in Québec for a 12-month period effective on April 9^th , 2020.

In addition, the Company has the following royalty commitments resulting from past transactions:

• Net profit royalty of 5% on net profits greater than $250,000 for 4 claims acquired from La Société Minière Colmo.

• Net smelter royalty of 2% for 26 claims acquired from a prospector in 2010.

12. Fair value

For certain of the Company's financial instruments, including cash, accounts receivable and other and accounts payable and accrued liabilities, their carrying amounts approximate fair value due to their immediate or short-term maturity.

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

• Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.

• Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices of Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.

• Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

Cash has been measured using level 1 inputs

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

13. Capital management

The Company defines capital as shareholders' equity. The Company's objectives when managing capital are to:

• ensure sufficient liquidity to support its financial obligations and execute its operating and strategic plans;

• maintain financial capacity and access to capital to support future development of the business while taking into consideration current and future industry, market and economic risks and conditions; and

• utilize short term funding sources to manage its working capital requirements.

The Company has no externally imposed restrictions on capital.

14. Loss per share

• (a) Basic loss per share

• Basic loss per share is computed by dividing net loss for a period by the weighted average number of common shares outstanding during that period.

• (b) Diluted loss per share

Diluted loss per share is computed by dividing net loss for a period by the diluted number of common shares. Diluted common shares includes the effects of instruments, such share options and warrants, which could cause the number of common shares outstanding to increase.

The Company reported a comprehensive loss for the years ended December 31, 2019 and 2018; the Company has accordingly presented basic and diluted loss per share, which are the same, on a single line in the statements of loss and comprehensive loss. Diluted loss per share did not include the effect of share purchase options and warrants as they were anti-dilutive.

15. Financial instruments

• a) Credit risk arises from cash which are composed of deposits with Canadian financial institutions. Further, the Company limits its credit risk to any individual counterparty. The Company's sales tax receivable consists primarily of Good and Service tax due from the Federal Government of Canada, Quebec sales tax and tax credits receivable due from the Ministry of Revenue of Quebec for current claims.

• b) Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices and is comprised of three types of risk:

• i) Interest rate risk arises because of changes in market interest rates. The Company's cash are subject to minimal risk in changes in value, have an original maturity of 90 days or less from the date of purchase, and are readily convertible into cash.

• ii) Currency risk arises because of changes in foreign exchange rates. The Company is not exposed to such risk.

• iii) Price risk - the Company will be exposed to price risk with respect to commodity prices, specifically gold. Any future significant price declines could cause continued exploration and development to become uneconomical.

• c) Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

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Delta Resources Limited (An exploration stage company) Notes to financial statements For the three-month period ended March 31, 2020

15. Financial instruments – Cont’d

Transaction costs associated with fair value through profit or loss financial assets and financial liabilities are expensed as incurred, while transaction costs associated with all other financial assets and other financial liabilities are included in the initial carrying amount of the asset or the liability.

Sensitivity analysis

Financial instruments included in tax credits and credits on duties receivable and other assets are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost. As at March 31, 2020, the carrying value of the Company’s financial instruments approximated their fair value. Based on management’s knowledge and experience of the financial markets, the Company believes that the movements in interest rates that are reasonably possible over the next twelve month period will not have a significant impact on the Company.

16. Subsquent events

On April 28, 2020, the Company was notified by Yorkton Ventures that they were in the process of preparing a definitive agreement for the purchase of Delta’s Bellechasse-Timmins project in southwestern Quebec. Under the proposed agreement, Yorkton would pay Delta $1.7 million over a period of 12 months. Yorkton also advised they were completing their due diligence work at the property concurrently.

On May 7, 2020, the Company received a interest-free loan of $40,000 under the Canada Emergency Business account program. The loan will mature on December 31, 2022. Repaying the balance of the loan on or before December 2022 will result in loan forgiveness of 25% ($10,000).

On May 20, 2020, Delta announced the addition, through staking, of an additional 30 claims, covering 1,669 hectares. With these additional claims, the Delta-2 – R-14 property now covers 146 square kilometres.

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