DelphX Announces Closing of First Tranche of Non-Brokered Unit Financing

Toronto, Ontario–(Newsfile Corp. – June 29, 2023) – 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, announced that it has closed the first tranche (the “First Tranche”) of a non-brokered private placement of up to 18,750,000 units (each, a “Unit”) at a subscription price of C$0.08 per Unit for gross proceeds of up to C$1,500,000 (the “Offering”). The First Tranche consisted of the issuance of 5,425,000 Units for gross proceeds of C$434,000. 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 C$0.15, for a period of two years from the date of issuance. DelphX intends to complete the closing of a second tranche of the Offering shortly.

Insiders participated in the First Tranche subscribing for 5,050,000 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 as the participation of insiders and the extent of such participation was not finalized until shortly prior to the completion of the First Tranche.

In connection with the closing of the First Tranche, DelphX will pay cash finder’s fees of C$16,000 and issue 200,000 finders’ warrants (the “Finders’ Warrants”) to AlphaNorth Asset Management, an eligible finder. The Finders’ Warrants will be exercisable at C$0.15 each for a period of two years after 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 for working capital and general corporate purposes.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and such securities may not be offered or sold within the United States or to any U.S. person absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

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 yield. 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 default protection or rating downgrade protection for underlying corporate, municipal and sovereign securities;

• Collateralized reference notes (CRNs) that enable credit investors to take on the default or rating downgrade 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.

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

Contact:

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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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