DelphX Announces Non-Brokered Unit Private Placement and Warrant Extension

DelphX (OTCQB: DPXCF) announced a non-brokered private placement of 2,800,000 units at C$0.04 per unit for gross proceeds of C$112,000.

Rhea-AI Summary

DelphX (OTCQB: DPXCF) announced a non-brokered private placement of 2,800,000 units at C$0.04 per unit for gross proceeds of C$112,000. Each unit includes one common share and one warrant exercisable at $0.07 for two years. Closing is subject to TSX Venture Exchange approval and a four-month-and-one-day hold period on securities. Net proceeds are intended for general corporate purposes.

DelphX also seeks TSXV approval to extend the exercise period of 5,422,221 warrants (exercise price $0.15) by one year to December 7, 2026. 1,611,111 of those warrants are held by related parties; the company says available exemptions under MI 61-101 apply.

Positive

• Gross proceeds of C$112,000 from the unit offering
• 2,800,000 units issued at C$0.04 per unit
• Warrant exercise period extended to Dec 7, 2026 if approved

Negative

• Potential dilution from 2,800,000 new common shares
• 5,422,221 warrants exercisable at $0.15 increase dilution risk
• 1,611,111 warrants held by related parties (related-party transaction)

Argus Session date unavailable

+8.14% session move Open Argus

Details

News Market Reaction – DPXCF

The recorded move for DPXCF in the trading session of this news was +8.14%.

Data tracked by StockTitan Argus. Session date unavailable.

Key Figures

Units offered: 2,800,000 units Unit price: C$0.04 per Unit Gross proceeds: C$112,000 +5 more

Units offered

2,800,000 units

New non-brokered private placement

Unit price

C$0.04 per Unit

Subscription price for current offering

Gross proceeds

C$112,000

Expected from current private placement

Warrant exercise price

$0.07 per share

Warrants in new Units, two-year term

Warrants for extension

5,422,221 warrants

Existing share purchase warrants subject to extension

Extension exercise price

$0.15 per share

Exercise price of warrants to be extended

Related party warrants

1,611,111 warrants

Held by related parties under MI 61-101

New expiry date

December 7, 2026

Proposed new expiry for extended warrants

Historical Context

5 past events · Latest: Nov 14

5 events

1. Nov 14

   Private placement closing

   24h Move

   -5.9%

   Closed small non-brokered unit financing for general corporate purposes.

2. Nov 12

   Private placement announce

   24h Move

   -2.9%

   Announced intention to raise funds via non-brokered unit offering.

3. Oct 15

   Warrant extension

   24h Move

   +0.0%

   Sought TSXV approval to extend expiry of existing warrants by one year.

4. Aug 22

   Warrant extensions

   24h Move

   +25.7%

   Proposed extensions of two warrant series, including related party holdings.

5. Jul 31

   Business update

   24h Move

   -5.7%

   Outlined revenue verticals, new crypto product, and private placement strategy.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-brokered private placement, share purchase warrant, hold period, related parties, +2 more

6 terms

non-brokered private placement financial

"announces that it intends to proceed with a non-brokered private placement"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

share purchase warrant financial

"each Common Share purchase warrant ("Warrant"). Each Warrant will entitle"

A share purchase warrant is a tradable instrument that gives its holder the right, but not the obligation, to buy a company’s shares at a fixed price within a set time frame. Think of it like a coupon to buy a product at today’s price later on; warrants matter to investors because exercising them can increase the number of shares outstanding (which can lower existing share value) and they offer a leveraged way to benefit if the stock rises above the warrant price.

hold period financial

"subject to a hold period of four months plus one day from the date"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

related parties financial

"A total of 1,611,111 warrants are held by parties who are considered to be "related parties" of DelphX"

Related parties are people or organizations that have close ties to a company—such as owners, executives, family members, or other companies under common control—that can do business with it in ways a stranger would not. Investors care because deals between related parties can favor insiders, hide true costs or benefits, or mask risks; like a family agreeing on a price for a used car, these transactions may not reflect what an independent buyer would pay and can affect a company’s honesty about its finances.

related party transaction financial

"the amendment of Warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"as contemplated by Multilateral Instrument 61-101 Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Toronto, Ontario--(Newsfile Corp. - November 27, 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 2,800,000 units (the "Units") at a subscription price of C$0.04 per Unit, for gross proceeds of C$112,000. 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 $0.07, 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 general corporate purposes.

In addition, DelphX announces that it intends to seek approval of the TSX Venture Exchange to extend the exercise period of 5,422,221 share purchase warrants, exercisable at $0.15 per common share (issued pursuant to a private placement announced December 7, 2022) by one year to December 7, 2026. All other terms and conditions of the warrants will remain unchanged. The warrant extension is subject to acceptance by the TSX Venture Exchange.

A total of 1,611,111 warrants are held by parties who are considered to be "related parties" of DelphX Therefore, the amendment of Warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for can be relied upon as the fair market value of the Warrants does not exceed 25% of the market capitalization of DelphX.

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/276177

FAQ

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

What is DelphX (DPXCF) raising in the November 27, 2025 private placement?

DelphX is raising gross proceeds of C$112,000 by issuing 2,800,000 units at C$0.04 per unit.

What does each DelphX unit include in the C$0.04 offering?

Each unit includes one common share and one warrant to buy one share at $0.07 for two years.

How many DelphX warrants are proposed to be extended and to what date?

The company seeks to extend 5,422,221 warrants by one year to December 7, 2026.

Are any of the extended DelphX warrants held by related parties?

1,611,111 of the warrants are held by related parties, making the amendment a related-party transaction.

What approvals does DelphX need to complete the offering and warrant extension?

Both the private placement and the warrant extension are subject to approval by the TSX Venture Exchange.

How will DelphX use the net proceeds from the C$112,000 offering?

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