DelphX Announces Closing of Non-Brokered Unit Private Placement and Provides Corporate Update

DelphX raises C$52,500 in a small equity unit financing while reporting early-stage institutional interest in its Credit Rating Securities platform.

Rhea-AI Summary

DelphX Capital Markets (DPXCF) closed a non-brokered private placement on September 2, 2026, issuing 5,250,000 units at C$0.01 per unit for gross proceeds of C$52,500.

Each unit comprises one common share and one warrant, with each warrant exercisable at C$0.06 for two years. An insider subscribed for 100,000 units (C$1,000), making the transaction a related party transaction under MI 61-101; DelphX relied on valuation and minority approval exemptions as the insider’s participation was below 25% of market capitalization. Net proceeds will be used for working capital and corporate overhead, with no specific use exceeding 10% of gross proceeds. The financing is subject to TSX Venture Exchange approval, and the securities carry a four-month-plus-one-day hold and an Exchange Hold Period.

DelphX also reports that its Credit Rating Securities platform is under internal review by a top-tier global reinsurer and a global investment consulting firm, and it is in preliminary distribution discussions with an international structured products issuer and a major U.S. broker-dealer, though no binding agreements or revenue commitments exist.

Positive

• Gross proceeds C$52,500 raised via non-brokered unit placement at C$0.01 per unit, with no finder’s fees, for working capital and corporate overhead.

Negative

• Equity financing adds 5,250,000 new common shares plus 5,250,000 warrants at a C$0.01 unit price, creating potential shareholder dilution.

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Toronto, Ontario and New York, New York--(Newsfile Corp. - September 2, 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 August 20, 2026, it has closed its previously announced non-brokered private placement (the "Offering"). On September 2, 2026, the Company issued 5,250,000 units of the Company (the "Units") at a subscription price of C$0.01 per Unit for aggregate gross proceeds of C$52,500.

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 100,000 Units for total consideration of C$1,000. 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.

CORPORATE UPDATE — INSTITUTIONAL ENGAGEMENT

DelphX also provides the following update on the commercial development of its Credit Rating Securities ("CRS") platform. The Company's CRS instruments are currently under active internal evaluation by a top-tier global reinsurer, following a detailed technical review of the product's mechanics by that institution's risk organization. Separately, the Company has been introduced to the insurance investment research group of a leading global investment consulting firm, which has advised that it is reviewing the product internally.

On the distribution side, the Company is in active discussions with an internationally regulated structured products issuer regarding the issuance of securities referencing DelphX payoffs through that firm's established wrapper and distribution infrastructure, and is engaged with a major U.S. broker-dealer regarding potential institutional distribution of the CRS program. Institutional protection sellers remain engaged with the Company on the pricing of CRS transactions.

These discussions and evaluations are preliminary in nature. There can be no assurance that any of them will result in a definitive agreement, transaction, or revenue to the Company, and no binding commitments exist as of the date of this release. The Company will provide further updates as material developments occur.

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, receipt of final acceptance of the Offering from the TSX Venture Exchange, and statements regarding the commercial development of the Company's Credit Rating Securities platform, including the ongoing evaluations, introductions, discussions and engagements described under "Corporate Update — Institutional Engagement" and the potential for any of them to result in a definitive agreement, transaction or revenue. 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 counterparties described in this release discontinue their evaluations or discussions, that no definitive agreement is entered into on acceptable terms or at all, that the Company is unable to obtain additional financing when required, and general market and economic conditions. The evaluations, introductions, discussions and engagements described in this release are preliminary, are subject to change without notice, and no binding commitments exist as of the date of this release. 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/312674

FAQ

What private placement did DelphX Capital Markets (DPXCF) close on September 2, 2026?

DelphX closed a non-brokered private placement of 5,250,000 units at C$0.01 per unit on September 2, 2026, for aggregate gross proceeds of C$52,500.

What are the terms of the units and warrants in the DelphX (DPXCF) private placement?

Each unit consists of one common share and one 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 issuance.

Did any insiders participate in the DelphX (DPXCF) private placement and how is it treated under MI 61-101?

An insider subscribed for 100,000 units for total consideration of C$1,000. This makes the offering a related party transaction under MI 61-101, but DelphX used exemptions since the insider’s participation was below 25% of its market capitalization.

How will DelphX (DPXCF) use the proceeds from the C$52,500 private placement?

DelphX states that net proceeds from the C$52,500 offering will be used for working capital and corporate overhead. No proceeds were used for investor relations activities or non-arm’s length payments outside the ordinary course of business.

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

Final acceptance of the offering is subject to TSX Venture Exchange approval. The securities are subject to a hold period of four months plus one day and, because units were priced below C$0.05, they are also subject to an Exchange Hold Period and corresponding legends.

What institutional interest has DelphX (DPXCF) reported in its Credit Rating Securities platform?

DelphX reports its Credit Rating Securities are under internal evaluation by a top-tier global reinsurer and a leading global investment consulting firm, and it is in preliminary distribution talks with an international structured products issuer and a major U.S. broker-dealer, with no binding agreements yet.

Are the institutional discussions around DelphX (DPXCF) Credit Rating Securities program binding or revenue-generating?

No. DelphX describes these discussions and evaluations as preliminary, with no assurance they will lead to definitive agreements, transactions, or revenue, and states that there are no binding commitments as of the date of the announcement.