DelphX Announces Completion of Private Placement Funding

Toronto, Ontario–(Newsfile Corp. – July 10, 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, further to its news release of June 29, 2023 announcing the closing of the first tranche of its non-brokered private placement of units, DelphX has now terminated the private placement and therefore will not be closing further tranches of the private placement.

DelphX announced on June 29, 2023, the successful closing of the issuance of 5,425,000 Units at a subscription price of C$0.08 per Unit 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. The securities issued 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 for working capital and general corporate purposes.

The Company originally planned to issue up to 18,750,000 units, but opted for a less dilutive funding level that would be sufficient to complete the launch of its novel Credit Rating Security (CRS) product, which will give bond holders and traders the ability to position against potential rating changes on existing bonds.

“Launching a new product category in the fixed income market involves a high level of legal and industry-specific expertise and expense,” said DelphX CEO Patrick Wood. “Throughout this development process we have maintained a policy of prudent funding, but that strategy is particularly important now that we are on the cusp of commercialization. These funds will enable us to complete the final launch requirements for our industry-first solution for managers in the world’s largest financial markets.”

Insiders participated in the private placement 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 offering.

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

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.

Mark Forney, Corporate Development
DelphX Capital Markets Inc.
mark.forney@delphx.com
(718) 509-2160

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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, that may cause actual results or events to be materially different from those expressed or implied by such forward-looking statements, including but not limited to, business, economic and capital market conditions, regulatory uncertainties, and the demand for our products. The forward-looking statements in this news release are based on factors and assumptions regarding, among other things, the state of the capital markets, 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 laws, DelphX undertakes no intent or obligation to update or revise 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/172991