DelphX Announces Non-Brokered Unit Private Placement

Rhea-AI Summary

DelphX Capital Markets (OTCQB: DPXCF) has completed a non-brokered private placement offering of 5,000,000 units at C$0.05 per unit, raising total gross proceeds of C$250,000. Each unit comprises one common share and one warrant, with warrants exercisable at C$0.08 per share for two years.

Company insiders participated in the offering by subscribing for 200,000 units. The transaction qualified as a "related party transaction" but was exempt from formal valuation and minority approval requirements. The securities will be subject to a four-month plus one day hold period, and proceeds will be used for general corporate purposes.

Positive

• Raised C$250,000 in additional capital
• Insider participation demonstrates management confidence
• Warrants provide potential for additional future capital at C$0.08 per share

Negative

• Dilutive effect on existing shareholders
• Low offering price of C$0.05 per unit
• Additional potential dilution from warrant exercise

Toronto, Ontario--(Newsfile Corp. - August 29, 2025) - 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 on a non-brokered private placement ("the Offering") of 5,000,000 units (the "Units") at a subscription price of C$0.05 per Unit, for gross proceeds of C$250,000. 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.

Insiders participated in the Offering subscribing for 200,000 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.

The Offering has been conditionally accepted by the TSX Venture Exchange, and completion of the Offering is subject to the fulfilment of certain customary requirements and final acceptance by 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 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/264573

FAQ

How much did DelphX (DPXCF) raise in its August 2025 private placement?

DelphX raised C$250,000 through a private placement of 5,000,000 units priced at C$0.05 per unit.

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

Each warrant allows holders to purchase one common share at C$0.08 for a period of two years from issuance.

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

Insiders participated by purchasing 200,000 units, representing 4% of the total offering.

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

The securities are subject to a four-month plus one day hold period from the date of issuance.

How will DelphX use the proceeds from the private placement?

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