DelphX Announces Non-Brokered Unit Private Placement

Rhea-AI Summary

DelphX (OTCQB: DPXCF) announced a non-brokered unit private placement of 1,500,000 units at C$0.05 per unit for aggregate gross proceeds of C$75,000. Each unit includes one common share and one warrant exercisable at $0.08 for two years. An insider will subscribe for 1,000,000 units, making the Offering a related party transaction; DelphX will rely on MI 61-101 exemptions because the issuance and cash received do not exceed 25% of market capitalization. The company will pay cash finders' fees and issue finders' warrants exercisable at $0.08 for two years. Closing is subject to TSX Venture Exchange approval and securities will be subject to a four-month-plus-one-day hold. Net proceeds will be used for general corporate purposes.

Positive

• Gross proceeds of C$75,000 to fund corporate needs
• Insider subscribed 1,000,000 units indicating insider participation
• Units include two-year warrants at $0.08 potentially add future capital

Negative

• Issuance of 1,500,000 shares plus warrants will dilute existing shareholders
• Insider subscription concentrates new issuance with a related party
• Company will pay cash finders' fees and issue additional finders' warrants

Toronto, Ontario--(Newsfile Corp. - October 7, 2025) - DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) ("DelphX"), a leader in the development of new classes of structured products, announces that it intends to proceed with a non-brokered private placement ("the Offering") of 1,500,000 units (the "Units") at a subscription price of C$0.05 per Unit, for gross proceeds of C$75,000. Each Unit will consist of one common share ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle 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 will participate in the Offering subscribing for 1,000,000 units and as a result the Offering will be 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 will rely 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 will exceed 25% of DelphX's market capitalization.

In connection with the Offering, DelphX will pay cash finder's fees and issue finders' warrants (the "Finders' Warrants") to eligible finders. The Finders' Warrants will be exercisable at $0.08 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 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/269452

FAQ

How much is DelphX (DPXCF) raising in the October 7, 2025 private placement?

DelphX is raising C$75,000 by issuing 1,500,000 units at C$0.05 per unit.

What does each DelphX unit include in the DPXCF private placement?

Each unit includes one common share and one warrant exercisable at $0.08 for two years.

How much of the DPXCF offering is subscribed by an insider and what does that mean?

An insider is subscribing for 1,000,000 units, making it a related party transaction handled under MI 61-101 exemptions.

Are there conditions or approvals required to close the DelphX offering (DPXCF)?

Yes, completion is subject to approval by the TSX Venture Exchange and standard four-month-plus-one-day hold periods apply.

Will the DelphX private placement (DPXCF) result in additional dilution for shareholders?

Yes, issuance of 1,500,000 new shares plus associated warrants and potential exercise would dilute existing shareholders.