DelphX Announces Closing of Non-Brokered Unit Private Placement

Rhea-AI Summary

DelphX Capital Markets (DPXCF) has completed a non-brokered private placement, raising C$150,570 through the issuance of 2,151,000 units at C$0.07 per unit. Each unit comprises one common share and one warrant, with warrants exercisable at $0.20 per share for five years. Company insiders participated by subscribing for 721,000 units. AlphaNorth Asset Management will receive finder's fees of $3,533 and 50,470 finders' warrants. The securities will have a four-month plus one-day hold period, and the proceeds will be used for general corporate purposes. The offering is subject to TSX Venture Exchange approval.

Positive

• Insider participation demonstrates management confidence with 721,000 units subscribed
• Five-year warrant term provides long-term potential upside for investors
• Successfully raised additional working capital of C$150,570 for operations

Negative

• Small offering size of only C$150,570 indicates limited funding secured
• Significant dilution with units priced at just C$0.07, suggesting weak market position
• Additional dilution potential from warrants and finders' warrants

Toronto, Ontario--(Newsfile Corp. - May 27, 2025) - DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) ("DelphX"), a leader in the development of new classes of structured products for the fixed income market, announces that it has closed its non-brokered private placement previously announced on May 22, 2025, issuing 2,151,000 units (the "Units") at a subscription price of C$0.07 per Unit, for gross proceeds of C$150,570 ("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 $0.20, for a period of five years from the date of issuance.

Insiders participated in the Offering subscribing for 721,000 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 $3,533 and issue 50,470 finders' warrants (the "Finders' Warrants") to AlphaNorth Asset Management, an eligible finder. The Finders' Warrants will be exercisable at $0.20 each for a period of five 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 fixed income dealers to offer new private placement securities that provide mitigation of spread and capital charge losses when downgrades occur, while allowing for attractive returns. 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;

• Collateralized reference notes (CRNs) that enable investors to take on a capped rating downgrade exposure of an underlying security 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/253500

FAQ

How much did DelphX (DPXCF) raise in their May 2025 private placement?

DelphX raised gross proceeds of C$150,570 through a non-brokered private placement, issuing 2,151,000 units at C$0.07 per unit.

What are the terms of the warrants in DelphX's 2025 private placement?

Each warrant allows holders to purchase one common share at $0.20 for a period of five years from the date of issuance.

How many units did insiders purchase in DelphX's May 2025 private placement?

Insiders participated by subscribing for 721,000 units in the offering.

What is the hold period for securities issued in DelphX's 2025 private placement?

The securities issued will be subject to a hold period of four months plus one day from the date of issuance.

How will DelphX use the proceeds from their May 2025 private placement?

DelphX intends to use the net proceeds from the offering for general corporate purposes.