DelphX Announces Closing of Non-Brokered Unit Financing

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DelphX Capital Markets Inc. has closed an over-subscribed non-brokered private placement, raising gross proceeds of C$468,500. The Offering consisted of 3,904,166 units, with insiders participating for 1,208,333 units. DelphX will pay cash finder's fees of $8,400 and issue 70,000 finders' warrants to AlphaNorth Asset Management. The net proceeds will be used for the launch of the Company's novel Credit Rating Security (CRS) product and general corporate purposes.

Toronto, Ontario--(Newsfile Corp. - January 30, 2024) - DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) ("DelphX"), a leader in the development of new classes of structured products for the fixed income market, is pleased to announce that it has closed on an over-subscribed non-brokered private placement ("the Offering") of 3,904,166 units (the "Units") at a subscription price of C$0.12 per Unit, for gross proceeds of C$468,500. 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 $0.20, for a period of two years from the date of issuance.

Insiders participated in the Offering subscribing for 1,208,333 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.

In connection with the Offering, DelphX will pay cash finder's fees of $8,400 and issue 70,000 finders' warrants (the "Finders' Warrants") to AlphaNorth Asset Management, an eligible finder. The Finders' Warrants will be exercisable at C$0.20 each for a period of two years after issuance.

The Offering has been conditionally accepted by the TSX Venture Exchange, and completion of the Offering is subject to the fulfilment or satisfaction 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 the launch of the Company's novel Credit Rating Security (CRS) product and 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 fixed income dealers to offer new private placement securities that optimally transfer and diffuse credit risk, while allowing the enhancement of returns. 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 rating change protection for underlying corporate bonds;

• Collateralized reference notes (CRNs) that enable hedge funds and others to take on rating downgrade exposure of an underlying corporate bond in exchange for attractive returns.

All CPOs and CRNs are fully collateralized and held in custody by BNY Mellon. CPOs and CRNs are proprietary products created and owned by DelphX Capital Markets.

For more information about DelphX, please visit www.delphx.com

Mark Forney, Corporate Development
DelphX Capital Markets Inc.
mark.forney@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/196245

FAQ

What was the subscription price for each Unit in the private placement?

The subscription price for each Unit in the private placement was C$0.12.

How many units were included in the private placement?

The private placement consisted of 3,904,166 units.

What will DelphX use the net proceeds from the private placement for?

DelphX intends to use the net proceeds from the private placement for the launch of the Company's novel Credit Rating Security (CRS) product and general corporate purposes.

Who will receive cash finder's fees and finders' warrants as part of the private placement?

AlphaNorth Asset Management will receive cash finder's fees of $8,400 and 70,000 finders' warrants as part of the private placement.