DelphX Closes Fully-Subscribed Non-Brokered Private Placement

Toronto, Ontario–(Newsfile Corp. – June 12, 2020) – DelphX Capital Markets Inc. (TSXV: DELX) (“DelphX“) announced today that in compliance with TSX Venture Exchange (“TSXV“) policies, that it has closed its previously announced private placement (the “Offering“) with the issuance of 5,333,332 units (the “Units“) at a subscription price of C$0.075 per Unit, for gross proceeds of C$400,000. Each Unit consists of one common share (“Common Share“) of DelphX and one share purchase warrant (“Warrant“). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.10, for a period of 5 years from the date of issue. The Offering is fully-subscribed and no further Units will be issued.

Insiders participated in the Offering subscribing for 3,718,332 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”). 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 $10,763 and issue 143,500 finders’ warrants (the “Finders’ Warrants“). The Finders’ Warrants will be exercisable at $0.075 each for a period of 5 years after issuance.

Completion of the Offering is subject to the approval of the TSXV. The securities issued pursuant to the Offering will be subject to a hold period of four months and a day from the date of closing.

The Units have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

DelphX intends to use the net proceeds from the Offering for working capital and general corporate purposes.

About DelphX:

DelphX is a technology and financial services company focused on optimizing credit markets. Its Cloud-based technology, actuarial science and reinsurance protocols enable fixed income dealers to offer new Rule 144A securities that optimally transfer and diffuse credit risk. The new DelphX platform will be regulated by the SEC and enable dealers to competitively structure, sell and make markets in:

• Covered Put Options (CPOs) that provide secured default protection for underlying corporate, municipal and sovereign securities, with each CPO strike-price equaling the par value of its underlying security.

• Covered Reference Notes (CRNs) that enable credit investors to take on the default exposure of a single underlying security or optionally participate in a pool of diversified risks that broadly diffuses the impact of credit events.

All CPOs and CRNs will be collateralized by investment grade assets held in custody by an independent custodian.

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

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Contact:
Patrick Wood, President & CEO
DelphX Capital Markets Inc.
P: 416.473.9133
E: info@delphx.com

Forward-Looking Statements

This news release contains certain “forward-looking statements” including, without limitation, statements regarding the launch of the DelphX platform. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: the state of the capital markets, tax issues associated with doing business internationally, the ability of DelphX to successfully manage the risks inherent in pursuing business opportunities in the financial services industry, and the ability of DelphX to obtain qualified staff, equipment and services in a timely and cost-efficient manner to develop its business. Any forward-looking statement reflects information available to DelphX as of the date of this news release and, except as may be required by applicable securities laws, DelphX disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

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.

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