DelphX Announces Closing of Non-Brokered Unit Private Placement

Rhea-AI Summary

DelphX (OTCQB: DPXCF) closed a non-brokered unit private placement on January 30, 2026, issuing 3,000,000 Units at C$0.05 per Unit for gross proceeds of C$150,000. Each Unit includes one common share and one warrant exercisable at $0.08 for two years.

An insider subscribed for all 3,000,000 Units, making the transaction a related party participation under MI 61-101; DelphX relied on exemptions to formal valuation and minority approval. Closing remains subject to TSX Venture Exchange approval and issued securities carry a four-month-plus-one-day hold. Net proceeds are intended for working capital and corporate overhead.

Positive

• Raised C$150,000 to support working capital
• Insider participation indicates insider support for the company

Negative

• Issued 3,000,000 Units causing common share and warrant dilution risk
• Related party participation required reliance on MI 61-101 exemptions
• No material change report filed more than 21 days prior to closing

Toronto, Ontario--(Newsfile Corp. - January 30, 2026) - 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 January 22, 2026, issuing 3,000,000 units (the "Units") at a subscription price of C$0.05 per Unit, for gross proceeds of C$150,000 ("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 3,000,000 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.

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 working capital/corporate overhead.

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/282180

FAQ

How much did DelphX (DPXCF) raise in the January 30, 2026 private placement?

DelphX raised C$150,000 by issuing 3,000,000 Units at C$0.05 each. According to the company, proceeds will be used for working capital and corporate overhead.

What does each Unit from DelphX's offering include and what are the warrant terms?

Each Unit includes one common share and one warrant exercisable at $0.08 for two years. According to the company, each warrant converts to one common share if exercised within the two-year term.

Did insiders participate in DelphX's private placement and what approvals were relied upon?

An insider subscribed for all 3,000,000 Units, making it a related party transaction. According to the company, it relied on MI 61-101 exemptions for valuation and minority approval.

Are the securities issued in DelphX's offering subject to any hold period?

Yes, the securities are subject to a four-month-plus-one-day hold from issuance. According to the company, this hold period applies to the common shares and warrants issued under the Offering.

Is the closing of DelphX's private placement final and what approvals remain?

Completion is subject to TSX Venture Exchange approval and closing occurred pending that approval. According to the company, the Offering closed on January 30, 2026 but remains conditional on exchange acceptance.