DelphX Announces Closing of Non-Brokered Unit Private Placement and Previously Announced Non-Brokered Unit Private Placement

Rhea-AI Summary

DelphX Capital Markets (OTCQB: DPXCF) closed two non-brokered unit private placements. On August 5, 2026 it issued 8,500,000 units at C$0.01 for gross proceeds of C$85,000, each unit comprising one common share and one warrant exercisable at $0.06 for two years. An insider subscribed for 1,500,000 units, and DelphX will pay C$700 in cash finder’s fees plus 70,000 finder’s warrants, all subject to TSX Venture Exchange approval and a four‑month‑plus‑one‑day hold.

DelphX also closed a previously announced placement on June 30, 2026, issuing 2,000,000 units at C$0.02 for gross proceeds of C$40,000 with identical warrant and hold‑period terms. According to DelphX, net proceeds from both offerings will be used for working capital and corporate overhead.

Positive

• C$85,000 raised via 8,500,000 units at C$0.01 on August 5, 2026
• C$40,000 raised via 2,000,000 units at C$0.02 on June 30, 2026
• Total of 10,500,000 new units issued across both offerings
• Insider participation of 1,500,000 units in the August 5, 2026 financing
• Additional upside through warrants at $0.06, exercisable for two years
• Use of proceeds directed to working capital and corporate overhead

Negative

• Equity dilution from issuing 10,500,000 new common shares plus an equal number of warrants
• Both offerings remain subject to TSX Venture Exchange approval
• New securities are restricted by a four‑month‑plus‑one‑day hold period after issuance

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Toronto, Ontario--(Newsfile Corp. - August 10, 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 July 20, 2026 and closed on August 5, 2026 issuing 8,500,000 units (the "Units") at a subscription price of C$0.01 per Unit, for gross proceeds of C$85,000 ("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 $0.06, for a period of two years from the date of issuance.

An insider participated in the Offering subscribing for 1,500,000 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 $700 and issue 70,000 finder's warrants (the "Finder's Warrants") to Canaccord Genuity ITF Rick Langer, an eligible finder. The Finder's Warrants will be exercisable at $0.06 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 working capital/corporate overhead.

Non-brokered private placement

DelphX closed its non-brokered private placement previously announced on June 29, 2026 on June 30, 2026 issuing 2,000,000 units (the "Units") at a subscription price of C$0.02 per Unit, for gross proceeds of C$40,000 ("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 $0.06, for a period of two years from the date of 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 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/308845

FAQ

What did DelphX (OTCQB: DPXCF) announce about its August 2026 private placement?

DelphX closed a non-brokered private placement on August 5, 2026, raising C$85,000 from 8,500,000 units at C$0.01. According to DelphX, each unit includes one common share and a two-year warrant exercisable at $0.06, subject to TSX Venture Exchange approval and a hold period.

How many securities were issued in DelphX’s August 5, 2026 financing and at what terms?

DelphX issued 8,500,000 units at C$0.01 per unit on August 5, 2026. According to DelphX, each unit has one common share and one warrant to buy a share at $0.06 for two years, with a four-month-plus-one-day resale restriction.

What are the details of DelphX’s June 30, 2026 non-brokered private placement?

DelphX closed a non-brokered placement on June 30, 2026, issuing 2,000,000 units at C$0.02 for gross proceeds of C$40,000. According to DelphX, each unit includes a common share and a warrant exercisable at $0.06 for two years, with the standard hold period and TSXV approval condition.

How will DelphX (DPXCF) use the proceeds from its 2026 private placements?

DelphX plans to use net proceeds from both 2026 unit offerings for working capital and corporate overhead. According to DelphX, the August 5 and June 30 financings raised a combined C$125,000, supporting ongoing operations rather than specific new projects or acquisitions.

What are the warrant terms in DelphX’s 2026 unit private placements?

In both 2026 offerings, each unit includes a warrant to buy one common share at $0.06 for two years. According to DelphX, these warrants, including 70,000 finder’s warrants, provide potential future share issuances if exercised within the two-year period.

Did insiders participate in DelphX’s August 2026 private placement and under what regulations?

Yes, an insider subscribed for 1,500,000 units in the August 5, 2026 placement, making it a related party transaction. According to DelphX, exemptions under MI 61-101 applied because insider participation did not exceed 25% of the company’s market capitalization.

What approvals and hold periods apply to the new DelphX (DPXCF) securities?

Completion of both 2026 offerings is subject to TSX Venture Exchange approval, and all issued securities carry a hold period of four months plus one day. According to DelphX, this applies to units, warrants, and finder’s warrants from each non-brokered private placement.