DelphX Announces Closing of Previously Announced Private Placement of Units

Toronto, Ontario–(Newsfile Corp. – May 27, 2022) – DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) (“DelphX“) announces further to its press release of May 11, 2022 that it has closed its previously announced private placement (the “Offering”) of 4,982,727 units (the “Units”) at a subscription price of C$0.22 per Unit, for gross proceeds of C$1,096,200. Each Unit consists of one common share (“Common Share”) of DelphX and one share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one Common Share at a price of $0.35, for a period of five years from the date of issue. Completion of the Offering is subject to the final approval of the TSXV. The securities issued pursuant to the Offering are subject to a hold period of four months and a day from the date of closing.

Insiders participated in the Offering subscribing for 1,500,000 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 $28,644 and issue 130,200 finders’ warrants (the “Finders’ Warrants”) to eligible brokers. The Finders’ Warrants will be exercisable at $0.35 each for a period of two years after issuance.

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 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 yield. The new DelphX securities will enable dealers and qualified institutional investors (QIBs) to competitively structure, sell and make markets in:

• Collateralized put options (CPOs) that provide secured default protection for underlying corporate, municipal and sovereign securities, and
• Collateralized reference notes (CRNs) that enable credit investors to take on the default exposure of an underlying security in exchange for enhanced yield.

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 Inc.

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

Contact:

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.

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