DelphX Announces Non-Brokered Unit Private Placement and Warrant Extension

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)

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

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.