DelphX Announces Closing of Non-Brokered Unit Private Placement

Rhea-AI Summary

DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) has closed a non-brokered private placement, raising C$357,500 by issuing 3,972,223 units at C$0.09 per unit. Each unit comprises one common share and one warrant, with warrants exercisable at C$0.25 for five years. Insiders participated significantly, subscribing for 1,944,445 units. The offering is considered a 'related party transaction' but exempt from formal valuation and minority approval requirements. DelphX will pay C$3,500 in finder's fees and issue 38,889 finders' warrants to AlphaNorth Asset Management. The offering is subject to TSX Venture Exchange final acceptance, with a four-month hold period on securities. Proceeds will be used for general corporate purposes.

Positive

• Successful closing of a C$357,500 private placement
• Significant insider participation, indicating management confidence
• Five-year warrants provide potential for future capital at C$0.25 per share

Negative

• Dilution of existing shareholders due to new share issuance
• Low unit price of C$0.09 may indicate weak market perception
• Related party transaction could raise governance concerns

Toronto, Ontario--(Newsfile Corp. - July 31, 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, announces that it has closed its previously announced fully subscribed non-brokered private placement, issuing 3,972,223 units (the "Units") at a subscription price of C$0.09 per Unit, for gross proceeds of C$357,500 ("the Offering"). 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 $0.25, for a period of five years from the date of issuance.

Insiders participated in the Offering subscribing for 1,944,445 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 $3,500 and issue 38,889 finders' warrants (the "Finders' Warrants") to AlphaNorth Asset Management, an eligible finder. The Finders' Warrants will be exercisable at C$0.25 each for a period of five 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 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 provide mitigation of spread and capital charge losses when downgrades occur, while allowing for attractive 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 secured rating downgrade protection for underlying corporate bonds;

• Collateralized reference notes (CRNs) that enable investors to take on a capped rating downgrade exposure of an underlying security 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.

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/218480

FAQ

How much did DelphX Capital Markets (DPXCF) raise in its recent private placement?

DelphX Capital Markets (DPXCF) raised gross proceeds of C$357,500 in its recent non-brokered private placement.

What was the price per unit in DelphX's (DPXCF) private placement?

The subscription price was C$0.09 per unit in DelphX's (DPXCF) private placement.

How many units were issued in DelphX's (DPXCF) July 2024 private placement?

DelphX (DPXCF) issued 3,972,223 units in its July 2024 private placement.

What is the exercise price and term of the warrants issued in DelphX's (DPXCF) private placement?

The warrants issued in DelphX's (DPXCF) private placement have an exercise price of C$0.25 and a term of five years from the date of issuance.