DelphX Announces Closing of Non-Brokered Unit Private Placement

Rhea-AI Summary

DelphX (OTCQB: DPXCF) closed a non‑brokered private placement on October 8, 2025, issuing 1,500,000 Units at C$0.05 per Unit for gross proceeds of C$75,000. Each Unit includes one common share and one warrant exercisable at $0.08 for two years.

An insider subscribed for 1,000,000 Units, triggering related‑party disclosure; DelphX relied on MI 61‑101 exemptions because the issuance and cash paid did not exceed 25% of market capitalization. Finder's fees of $3,500 and 70,000 finder's warrants (exercisable at $0.08 for two years) were issued. Securities are subject to a four months plus one day hold period and TSXV approval.

Positive

• Gross proceeds of C$75,000 raised
• Insider subscribed 1,000,000 Units indicating insider participation
• Finder's warrants align dealer interests with financings

Negative

• Issued 1,500,000 Shares plus warrants causing dilution risk
• Finder's fees total $3,500 plus 70,000 warrants
• No material change report filed >21 days before closing

Toronto, Ontario--(Newsfile Corp. - October 8, 2025) - DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) ("DelphX"), a leader in the development of new classes of structured products, announces that it has closed its non-brokered private placement previously announced on October 7, 2025, issuing 1,500,000 units (the "Units") at a subscription price of C$0.05 per Unit, for gross proceeds of C$75,000 ("the Offering"). Each Unit consists of one common share ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $0.08, for a period of two years from the date of issuance.

An insider participated in the Offering subscribing for 1,000,000 units and as a result the Offering is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions. However, DelphX has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation, as neither the fair market value of the securities issued to insiders nor the cash consideration paid for such securities exceeded 25% of DelphX's market capitalization. A material change report was not filed more than 21 days prior to closing of the Offering as the participation of insiders in the Offering and the extent of such participation was not finalized until shortly prior to the completion of the Offering.

In connection with the Offering, DelphX will pay cash finder's fees of $3,500 and issue 70,000 finder's warrants (the "Finder's Warrants") to AlphaNorth Asset Management, an eligible finder. The Finder's Warrants will be exercisable at $0.08 each for a period of two years after issuance.

Completion of the Offering is subject to the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering will be subject to a hold period of four months plus one day from the date of issuance.

DelphX intends to use the net proceeds from the Offering in connection with general corporate purposes.

About DelphX Capital Markets Inc.

DelphX is a technology and financial services company focused on developing and distributing the next generation of structured products. Through its special purpose vehicle Quantem LLC, the Company enables broker dealers to offer new private placement securities that provide for both fixed income and cryptocurrency solutions. The new DelphX securities will enable dealers and their qualified institutional investors (QIBs) accounts to competitively structure, sell and make markets in:

• Collateralized put options (CPOs) that provide secured rating downgrade protection for underlying corporate bonds and/or protection from losses in cryptocurrency holdings;

• Collateralized reference notes (CRNs) that enable investors to take on a capped rating downgrade and/or cryptocurrency loss exposure of an underlying security or cryptocurrency in exchange for attractive returns.

All CPOs and CRNs are fully collateralized and held in custody by US Bank. CPOs and CRNs are proprietary products created and owned by DelphX Capital Markets.

For more information about DelphX, please visit www.delphx.com

George Wentworth, General Manager
DelphX Capital Markets Inc.
george.wentworth@delphx.com
(718) 509-2160

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269629

FAQ

What did DelphX (DPXCF) raise in the October 8, 2025 private placement?

DelphX raised gross proceeds of C$75,000 by issuing 1,500,000 Units at C$0.05 each.

How many Units did the insider buy in DelphX's (DPXCF) offering on October 8, 2025?

An insider subscribed for 1,000,000 Units in the offering.

What are the warrant terms issued in DelphX's (DPXCF) October 8, 2025 placement?

Each Unit included a warrant exercisable at $0.08 per share for two years; finder's warrants have same terms.

Will DelphX (DPXCF) shares from the October 8, 2025 placement be tradable immediately?

No; the securities are subject to a hold period of four months plus one day from issuance.

Did DelphX (DPXCF) obtain shareholder minority approval for the related‑party participation?

DelphX relied on MI 61‑101 exemptions and did not obtain separate minority approval because thresholds were not exceeded.

What will DelphX (DPXCF) use the net proceeds from the October 8, 2025 offering for?

The company intends to use net proceeds for general corporate purposes.