DelphX Announces Closing of Non-Brokered Unit Private Placement

DelphX raises C$61,000 via a non-brokered unit placement with attached warrants and insider participation, pending TSXV final acceptance.

Rhea-AI Summary

DelphX Capital Markets (DPXCF) closed a previously announced non-brokered private placement on September 23, 2026, issuing 6,100,000 units at C$0.01 per unit for gross proceeds of C$61,000.

Each unit comprises one common share and one warrant, with each warrant exercisable at C$0.06 for two years. An insider subscribed for 500,000 units (C$5,000), making the financing a related party transaction under MI 61-101; DelphX relied on valuation and minority approval exemptions, as the insider’s portion was under 25% of market capitalization. Net proceeds will fund working capital and corporate overhead. The financing remains subject to TSX Venture Exchange final acceptance, and all securities are subject to a four-month-plus-one-day statutory hold and an Exchange Hold Period.

Positive

• C$61,000 gross proceeds raised via non-brokered unit private placement
• Issue of 6,100,000 units includes equal number of two-year warrants at C$0.06
• No finder’s fees paid, preserving the full C$61,000 for corporate use

Negative

• Financing introduces potential dilution from 6,100,000 new shares plus the same number of warrants
• Private placement closing still subject to TSX Venture Exchange final acceptance

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Toronto, Ontario and New York, New York--(Newsfile Corp. - September 23, 2026) - DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) (“DelphX” or the “Company”), a leader in the development of new classes of structured products, announces that, further to its news release dated September 22, 2026, it has closed its previously announced non-brokered private placement (the “Offering”). On September 23, 2026, the Company issued 6,100,000 units of the Company (the “Units”) at a subscription price of C$0.01 per Unit for aggregate gross proceeds of C$61,000.

Each Unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share at an exercise price of C$0.06 for a period of two years from the date of issuance.

No finder’s fees were paid in connection with the Offering.

An insider of the Company participated in the Offering, subscribing for 500,000 Units for total consideration of C$5,000. 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. The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party participation, as neither the fair market value of the securities issued to the insider nor the cash consideration paid for such securities exceeded 25% of the Company’s market capitalization. A material change report was not filed more than 21 days prior to closing of the Offering as the participation of the insider in the Offering and the extent of such participation were not finalized until shortly prior to completion of the Offering.

The net proceeds of the Offering will be used for working capital and corporate overhead. No proceeds were used to make payments to Non-Arm’s Length Parties of the Company, other than payments made in the ordinary course of business, and no proceeds were used to make payments to Persons conducting Investor Relations Activities. There were no other specific uses of proceeds representing 10% or more of the gross proceeds of the Offering.

Final acceptance of the Offering is subject to the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities laws and, as the Units were priced at less than C$0.05 per Unit, are subject to the Exchange Hold Period and legended accordingly.

This news release does not constitute an offer for sale or the solicitation of an offer to buy any securities in the United States. The securities referenced herein have not been registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent such registration or an applicable exemption from such registration requirements.

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.

For further information, please contact:
George Wentworth, General Manager
DelphX Capital Markets Inc.
george.wentworth@delphx.com
(718) 509-2160

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws, including statements regarding the closing of the Offering, the anticipated use of proceeds and receipt of final acceptance of the Offering from the TSX Venture Exchange. Forward-looking information is based on the Company’s current expectations and assumptions and is subject to risks and uncertainties that could cause actual results to differ materially, including the risk that final acceptance of the Offering is not obtained from the TSX Venture Exchange, that the Company is unable to obtain additional financing when required, and general market and economic conditions. Readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this release. The Company undertakes no obligation to update such information except as required by law.

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/315671

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of the units and warrants issued in the DelphX private placement?

Each unit consists of one common share and one common share purchase warrant. Each warrant allows the holder to buy one additional common share at an exercise price of C$0.06 for a period of two years from the date of issuance.

How did insider participation affect the regulatory treatment of this offering?

An insider subscribed for 500,000 units for total consideration of C$5,000, making the offering a related party transaction under MI 61-101 and TSXV Policy 5.9. DelphX relied on exemptions from formal valuation and minority shareholder approval because neither the fair market value of securities issued to the insider nor the cash consideration exceeded 25% of the company’s market capitalization.

Why was a material change report not filed 21 days before closing?

A material change report was not filed more than 21 days before closing because the company indicates that the insider’s participation, and the extent of that participation, were not finalized until shortly before completion of the offering.

How will DelphX use the net proceeds from this private placement?

The net proceeds will be used for working capital and corporate overhead. No proceeds were used to make payments to Non-Arm’s Length Parties other than in the ordinary course of business, and none were used to pay persons conducting investor relations activities. There were no other specific uses representing 10% or more of gross proceeds.

What resale restrictions apply to the securities issued in the offering?

The securities are subject to a hold period of four months plus one day from the date of issuance under applicable securities laws. Because the units were priced below C$0.05, they are also subject to an Exchange Hold Period and carry the corresponding legend.

Can these securities be offered or sold in the United States?

No. This news release does not constitute an offer or solicitation in the United States. The securities have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption.